As filed with the Securities and Exchange Commission on March 30, 2001
     ----------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

(Mark One)
    X          Annual Report Pursuant to Section 13 or 15(d) of the
 -------
                 Securities Exchange Act of 1934 [Fee Required]
                   For the fiscal year ended December 31, 2000
                                       or
            Transition Report Pursuant to Section 13 or 15(d) of the
 -------
                Securities Exchange Act of 1934 [No Fee Required]

            For the Transition Period From ___________ to ___________

                          Commission File Number 0-9667
                           WINMILL & CO. INCORPORATED,
             (Exact name of registrant as specified in its charter)

        Delaware                                                      13-1897916
(State of incorporation)                    (I.R.S. Employer Identification No.)
0
11 Hanover Square, New York, New York                                      10005
   (Address of principal  executive offices)                          (Zip Code)

Registrant's  telephone number,  including area code:             (212) 785-0900

Securities  registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
      None                                                                  None

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, Par Value $.01 Per Share
----------------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes   X        No       .
                                      -------       -------

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

No voting stock was held by  non-affiliates  of the  registrant  as of March 15,
2001.

The number of shares  outstanding of each of the registrant's  classes of common
stock, as of March 15, 2001:

Class A Non-Voting  Common  Stock,  par value $.01 per share - 1,635,017  shares
Class B Voting Common Stock, par value $.01 per share - 20,000







<PAGE>



                                     PART I


ITEM                                                                        PAGE

1.    Business                                                                 2

2.    Properties                                                               5

3.    Legal Proceedings                                                        5


                                     PART II

4.    Submission of Matters to a Vote of Security Holder                       6

5.    Market for Company's Common Equity and Related Stockholder Matters       6

6.    Selected Financial Data                                                  6

7.    Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                             8

8.    Financial Statements and Supplementary Data                             11

9.    Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure                                  28


                                    PART III

10.    Directors and Executive Officers                                       29

11.    Executive Compensation                                                 31

12.    Security Ownership of Certain Beneficial Owners and Management         38

13.    Certain Relationships and Related Transactions                         38


                                     PART IV

14.    Exhibits, Consolidated Financial Statements and Schedules,
          and Reports on Form 8-K                                             39















<PAGE>



                                     PART I


Item 1.    Business
-------    --------

Winmill & Co. Incorporated, a Delaware corporation (the "Company"), is a holding
company with five principal subsidiaries:  CEF Advisers, Inc., ("CEF"), Investor
Service Center, Inc. ("ISC"), Midas Management Corporation ("MMC"),  Performance
Properties,  Inc.  ("Performance  Properties")  and Hanover  Direct  Advertising
Company, Inc. ("Hanover Direct").

On  March  31,  1999,  the  Company  sold the  outstanding  stock of Bull & Bear
Securities, Inc. ("BBSI"), to a wholly-owned subsidiary of Royal Bank of Canada.
In  connection  with  the  sale,  the  rights  to the  name  "Bull & Bear"  were
transferred  to  Royal  Bank of  Canada,  and the  Company  and  certain  of its
subsidiaries  agreed to change their names.  In  connection  with the BBSI Sale,
Royal Bank has agreed that it will cause,  for the three-year  period  following
the closing,  BBSI to offer exclusively  Dollar Reserves to its customers as the
sole money market fund into which cash balances held by BBSI's  customers may be
swept on a daily  basis for so long as  certain  conditions  are met,  including
certain  performance  rankings by the Fund,  in  consideration  of a monthly fee
equal to  one-twelfth  of 0.25% of the  aggregate  average  daily amount of such
balances.  Further,  the  Company  has  agreed  to  provide,  or  to  cause  its
subsidiaries  to  provide,  to BBSI for a period of three  years  following  the
closing,  certain  services  with  respect  to  the  operation  of a  securities
brokerage  business  for a monthly  consulting  fee of  $16,666.67,  subject  to
certain conditions.

MMC and CEF act as  investment  managers to open-end and  closed-end  management
investment  companies (the "Funds")  registered under the Investment Company Act
of 1940 (the "Act"). The open-end Funds are: Dollar Reserves,  Inc., Midas Fund,
Inc.; Midas Investors Ltd.; Midas Magic, Inc., Midas Special Equities Fund, Inc.
and Midas U.S. and Overseas Ltd. The closed-end  funds are:  Bexil  Corporation,
Global Income Fund, Inc. and Tuxis Corporation.

ISC was organized in 1985 and is registered with the SEC as a broker/dealer  and
is a member of the NASD. ISC acts as the principal  distributor for the open-end
Funds and may engage in proprietary trading.

Performance  Properties was organized in 1994 to purchase and renovate  suburban
office buildings.

Hanover  Direct was organized in 1988 and acts as an advertising  agency,  which
places  advertising  for ISC on  behalf of the  Funds.  The  commission  revenue
generated  by Hanover  Direct from ISC, if any,  represents  a recapture of sums
paid for advertising and, rather than additional income,  represents a reduction
in  advertising  expense of ISC.  Hanover  Direct has not performed any work for
unaffiliated clients.

See Note 12 to the financial  statements  for financial  information by business
segment.

The Company has granted the Funds and its  subsidiaries a non-exclusive  license
to use certain  service  marks owned by the  Company,  under  certain  terms and
conditions on a royalty free basis. Such license may be withdrawn from a Fund in
the event the investment  manager of the Fund is not a subsidiary of the Company
or in other cases, at the discretion of the Company.














                                       -2-


<PAGE>






Investment Management and Distribution Business
-----------------------------------------------

The Company is engaged,  through its  subsidiaries,  in the business of managing
investment  companies  registered  under the Act. The Funds and their respective
net assets as of December 31, 2000 were approximately as follows:

      Bexil Corporation                                          $     9,789,000
      Dollar Reserves, Inc.                                           58,502,000
      Global Income Fund, Inc.                                        29,783,000
      Midas Fund, Inc.                                                34,820,000
      Midas Investors Ltd.                                             3,324,000
      Midas Magic, Inc.                                                1,030,000
      Midas Special Equities Fund, Inc.                               29,036,000
      Midas U.S. and Overseas Ltd.                                     3,943,000
      Tuxis Corporation                                               11,239,000
                                                                 ---------------
         Total Net Assets                                        $   181,466,000
                                                                 ===============

The fund management  industry along with the entire financial services sector of
the economy has been rapidly changing to meet the increasing needs of investors.
Competition  for  management  of  financial  resources  has  increased as banks,
insurance  companies and  broker/dealers  have introduced  products and services
traditionally offered by independent fund management  companies.  There are also
many fund management groups with  substantially more resources than the Company.
While the Company's  business is not  seasonal,  it is affected by the financial
markets,  which  in  turn,  are  dependent  upon  current  and  future  economic
conditions.

Drastic  material  declines in the  securities  markets  can have a  significant
effect on the Company's  business.  Volatile stock markets may affect management
and distribution fees earned by the Company's subsidiaries.  If the market value
of securities owned by the Funds declines,  assets under management will decline
and  shareholder  redemptions  may occur,  either by transfer  out of the equity
Funds  and  into the  money  market  Fund,  Dollar  Reserves,  which  has  lower
management and  distribution  fee rates than the equity Funds, or by redemptions
out of the Funds  entirely.  Lower  asset  levels in the Funds may also cause or
increase  reimbursements  to  the  Funds  pursuant  to the  expense  limitations
described below.

In general, investment management services are rendered to the Funds pursuant to
written contractual agreements. Such agreements relate to the general management
of the affairs of each Fund, in addition to supervising the acquisition and sale
of each Fund's portfolio investments. As provided in the agreements, CEF and MMC
may receive  management  fees  ranging from 0.4% to 1.0% per annum of the Funds'
average daily net assets.  The Act requires that such contractual  agreements be
initially approved by the Funds' Board of Directors, including a majority of all
of the directors who are not  "interested  persons" (as defined in the Act), and
by the vote of a majority of the  outstanding  shares of the Fund (as defined in
the Act).  Agreements,  if approved,  may be for a term of up to two years,  and
thereafter their continuance must be approved at least annually by a majority of
the directors of the Fund,  including a majority of those  directors of the Fund
who are not "interested persons", or by such a vote of "disinterested" directors
and the vote of a majority of the  outstanding  shares of the Fund. In addition,
all such  agreements  are subject to  termination on 60 days' notice by majority
vote of the Board of Directors or the  shareholders and are subject to automatic
termination  in the event of  assignment.  Depending  on the  assets of the Fund
involved  and  other  factors,  the  termination  of any of the  agreements  for
investment management services between any of the Funds, CEF, and MMC may have a
serious adverse impact upon the Company.






                                       -3-


<PAGE>






Pursuant to contracts  with these Funds,  CEF and MMC are entitled to management
fees,  which are  received  monthly and are based on annual  percentages  of the
average daily or average  weekly net assets of the Funds.  Under the  contracts,
CEF and MMC are  required to  reimburse  the Funds for  certain  expenses to the
extent that such expenses  exceed  limitations  prescribed by any state in which
shares of the Funds are qualified for sale, although currently the Funds are not
subject to any such limits. In addition, from time to time CEF and MMC may waive
or reimburse management fees to increase a Fund's performance.

Each of the open-end Funds has adopted a plan of  distribution  pursuant to Rule
12b-1  under the Act (the  "Plan").  Pursuant  to the Plans,  ISC may receive as
compensation  amounts ranging from one-quarter of one percent to one percent per
annum of the  Funds'  average  daily net  assets for  distribution  and  service
activities.  The service fee portion is intended to cover  services  provided to
shareholders  in the Funds and the  maintenance  of  shareholder  accounts.  The
distribution fee portion is to cover all other activities and expenses primarily
intended to result in the sale of the Funds' shares.

The Act requires that a plan of distribution be initially approved by the Fund's
Board  of  Directors,  including  a  majority  of  the  directors  who  are  not
"interested  persons" and who have no financial interest in the Plan, and by the
vote of a majority of the outstanding shares of the Fund. If approved, a plan of
distribution  may be for a term of one year,  and thereafter it must be approved
at least  annually  by the entire  Board of  Directors  and by a majority of the
"disinterested" directors. In addition, all plans of distribution are subject to
termination  at any time by  majority  vote of the  disinterested  directors  or
shareholders.

CEF  and MMC are  registered  with  the SEC as  investment  advisers  under  the
Investment  Advisers  Act  of  1940.  ISC  is  registered  with  the  SEC  as  a
broker/dealer  under the Securities  Exchange Act of 1934 and is a member of the
NASD. The Funds are registered with the SEC under the Act. The activities of CEF
and MMC and of the Funds are  subject  to  regulation  under  Federal  and state
securities  laws. The provisions of these laws,  including those relating to the
contractual  arrangements  between the Funds and their investment  manager,  are
primarily  designed  to  protect  the  shareholders  of the  Funds  and  not the
shareholders of the Company.

Forward-Looking Information
---------------------------

Information  or statements  provided by or on behalf of the Company from time to
time, including those within this Form 10-KSB Annual Report, may contain certain
"forward-looking  information",  including  information  relating to anticipated
growth in revenues or earnings per share,  anticipated changes in the amount and
composition  of  assets  under  management,   anticipated  expense  levels,  and
expectations regarding financial market conditions. The Company cautions readers
that any forward-looking  information provided by or on behalf of the Company is
not a  guarantee  of future  performance  and that  actual  results  may  differ
materially  from  those in  forward-looking  information  as a result of various
factors,  including  but not limited to those  discussed  below.  Further,  such
forward-looking  statements  speak only as of the date on which such  statements
are made, and the Company undertakes no obligation to update any forward-looking
statement  to  reflect  events or  circumstances  after  the date on which  such
statement is made or to reflect the occurrence of unanticipated events.

The  Company's  future  revenues may fluctuate due to factors such as: the total
value and  composition  of assets under  management  and related cash inflows or
outflows in mutual funds;  fluctuations  in the financial  markets  resulting in
appreciation or depreciation of assets under management; the relative investment
performance  of the  Company's  sponsored  investment  products  as  compared to
competing  products  and  market  indices;  the  expense  ratios and fees of the
Company's  sponsored  products and  services;  investor  sentiment  and investor
confidence  in mutual funds;  the ability of the Company to maintain  investment
management  fees at current levels;  competitive  conditions in the mutual funds
industry;  the  introduction  of new mutual funds and investment  products;  the
ability of the  Company to  contract  with the Funds for  payment  for  services
offered to the Funds and Fund  shareholders;  the  continuation of trends in the
retirement   plan   marketplace   favoring   defined   contribution   plans  and
participant-directed  investments;  and the amount and timing of income from the
Company's trading portfolio.


                                       -4-


<PAGE>






The Company's  future  operating  results are also  dependent  upon the level of
operating expenses,  which are subject to fluctuation for the following or other
reasons:  changes in the level of  advertising  expenses  in  response to market
conditions or other  factors;  variations in the level of  compensation  expense
incurred by the Company, including  performance-based  compensation based on the
Company's  financial results,  as well as changes in response to the size of the
total employee population,  competitive factors, or other reasons;  expenses and
capital costs, including depreciation,  amortization and other non-cash charges,
incurred   by  the   Company  to  maintain   its   administrative   and  service
infrastructure; and unanticipated costs that may be incurred by the Company from
time to time to protect investor accounts and client goodwill.

The Company's  revenues are substantially  dependent on revenues from the Funds,
which could be adversely affected if the independent directors of one or more of
the  Funds  determined  to  terminate  or  renegotiate  the terms of one or more
investment management agreements.

The Company's business is also subject to substantial  governmental  regulation,
and changes in legal, regulatory,  accounting,  tax, and compliance requirements
may  have a  substantial  effect  on  the  Company's  business  and  results  of
operations,  including but not limited to effects on the level of costs incurred
by the Company and effects on investor interest in mutual funds in general or in
particular classes of mutual funds.


Item 2.    Properties
-------    ----------

The principal  office of the Company is located at 11 Hanover Square,  New York,
New York 10005.  The  approximate  area of the office is 3,800 square feet.  The
rent is approximately  $92,000 per annum plus $11,400 per annum for electricity.
The lease  expires on December 31, 2001 and is  cancelable  at the option of the
Company on three months' notice.

Performance Properties purchased land and a two story office building located in
Red Bank, New Jersey in 1994.  The building  consisted of  approximately  13,000
square feet.  The building was purchased for cash,  had no mortgage.  The office
building was sold on December 1, 2000 for $2,250,000.


Item 3.    Legal Proceedings
-------    -----------------

From time to time, the Company and/or its  subsidiaries  are threatened or named
as  defendants in  litigation  arising in the normal  course of business.  As of
December 31, 2000,  neither the Company nor any of its subsidiaries was involved
in any other  litigation  that,  in the  opinion  of  management,  would  have a
material adverse impact on the consolidated financial statements.
















                                       -5-





<PAGE>
                                    PART II


Item 4.    Submission of Matters to a Vote of Security Holders During Fourth
-------    Quarter of the Year Ended December 31, 2000
                          ----------------------------

                                      NONE


Item 5.    Market for the Company's Common Equity and Related Stockholder
-------    --------------------------------------------------------------
           Matters
           -------

The Company's  Class A Common Stock trades on the Nasdaq SmallCap Market tier of
the Nasdaq Stock Market under the symbol  WNMLA.  The  Company's  Class B Common
Stock has no public  trading  market.  There are  approximately  241  holders of
record  of  Class A Common  Stock  and 1  holder  of Class B Common  Stock as of
December 31, 2000. In addition,  there are an indeterminate number of beneficial
owners of Class A Common Stock that are held in "street name". No dividends have
been paid on either class of Common Stock in the past five years and the Company
does not expect to pay any such dividends in the  foreseeable  future.  The high
and low sales prices of the Class A Common Stock  during each  quarterly  period
over the last two years were as follows:

                                             2000                    1999
                                      -----------------        -----------------
                                    High           Low        High          Low
      First Quarter                 $2-7/32      $1-15/16     $15-1/4     $2-5/8
      Second Quarter                $2-1/16      $1-5/8       $4-1/16     $2-5/8
      Third Quarter                 $2-3/32      $1-13/16     $2-3/4      $2
      Fourth Quarter                $1-15/16     $1           $2-5/16     $1-7/8


Item 6.    Selected Financial Data
-------    -----------------------
The  selected  financial  data for the five years  ended  December  31,  2000 is
presented on the following pages.

























                                       -6-


<PAGE>
<TABLE>
<CAPTION>
                                                                       WINMILL & CO. INCORPORATED

                                                                 CONSOLIDATED SELECTED FINANCIAL DATA

                                                                    FOR THE YEARS ENDED DECEMBER 31,




                                                                2000            1999            1998            1997           1996
                                                                ----            ----            ----            ----           ----
<S>                                                              <C>             <C>             <C>             <C>            <C>
Revenues:
  Management, distribution and administration fees           $2,285,540     $2,855,637     $3,554,725     $4,377,653     $4,922,945
  Real estate rental income                                     250,941        216,271         43,878             --             --
  Gain on sale of real estate                                   901,046             --             --             --             --
  Consulting fee                                                200,000        150,000             --             --             --
  Realized and unrealized gains (losses) from investments       139,154       (250,893)        62,783         83,608         31,216
  Dividends, interest and other                                 387,124        329,905         58,966         99,149         73,646
                                                                                        -------------   ------------   ------------

                                                            -----------------------------------------------------------------------
                                                              4,163,805      3,300,920      3,720,352      4,560,410      5,027,807
                                                            -------------   ------------   ------------  -----------  -------------


Expenses:
  General and administrative                                  2,203,164      2,287,472      2,093,323      2,559,080      2,744,021
  Marketing                                                     324,611        466,024        531,228        772,201      1,191,639
  Subadvisory fees                                                   --        147,157        230,954        387,593        705,248
  Professional fees                                             192,835        159,537        177,376        186,320        290,098
  Amortization and depreciation                                 126,755        153,702        118,186        106,871        116,151
  Non-recurring item                                            325,000             --             --             --             --
                                                                                        -------------   ------------   ------------
                                                              3,172,365      3,213,892      3,151,067      4,012,065      5,047,157
                                                            -----------    -----------    -----------    -----------  -------------


  Income (loss) from continuing operations before
  provision for income taxes                                    991,440         87,028        569,285        548,345        (19,350)

Income taxes                                                    483,126         38,252        (82,544)        (5,196)        91,248
                                                          -------------  -------------   ------------   ------------   ------------
  Income (loss) from continuing operations                      508,314         48,776        651,829        553,541       (110,598)

Discontinued operations
  Income (loss) from discontinued operations
  (net of income taxes)                                              --      2,479,865       (140,414)        72,184       (209,927)
                                                          -------------  -------------   -------------  -------------   ------------


  Net income (loss)                                            $508,314     $2,528,641       $511,415        $625,725     $(320,525)
                                                          =============  =============   =============  =============   ============


</TABLE>





<PAGE>
<TABLE>
                                                               2000            1999            1998            1997            1996
                                                               ----            ----            ----            ----            ----
<S>                                                             <C>             <C>             <C>             <C>             <C>
Net income (loss) per share of weighted average
  Common Stock outstanding:
    Basic
      Income (loss) from continuing operations                 $.31           $.03            $.47             $.41           $(.08)
      Income (loss) from discontinued operations                 --           1.50            (.10)             .05            (.15)
                                                              -----          ------          ------            -----          ------
Net income                                                     $.31          $1.53            $.37             $.46           $(.23)
                                                              =====          ======          ======           ======           =====

    Diluted
      Income (loss) from continuing operations                 $.31           $.03            $.45             $.38           $(.08)
      Income (loss) from discontinued operations                 --           1.48            (.10)             .05            (.15)
                                                              -----          ------          ------            -----          ------
Net income                                                     $.31          $1.51            $.35             $.43           $(.23)
                                                              =====          ======          ======           ======           =====



Weighted average shares of Common Stock outstanding:
    Basic                                                  1,655,017        1,655,017       1,391,940        1,370,017     1,369,555
                                                        ============    =============    ============      ===========    ==========
    Diluted                                                1,659,837        1,680,757       1,453,472        1,468,252     1,369,555
                                                        ============    =============    ============      ===========    ==========

Total assets                                              $8,377,222      $10,090,029      $5,315,147       $4,827,074    $4,273,110
                                                        ============    =============    ============      ===========   ===========

Long-term obligations                                    $        --     $         --    $         --           $7,460       $22,093
                                                        ============    =============    ============      ===========   ===========

</TABLE>
















<PAGE>

























                       THIS PAGE INTENTIONALLY LEFT BLANK




































                                       -7-


<PAGE>






Item 7.    Management's Discussion and Analysis of Financial Condition and
-------    ---------------------------------------------------------------
           Results of Operations
           ---------------------

2000 Compared to 1999
---------------------

Total revenues for the year increased  $862,885 or 26% reflecting  primarily the
gain  realized  on  the  sale  of  real  estate  of  $901,046.   Management  and
distribution fees decreased  $398,745 or 21% and $171,352 or 18%,  respectively.
The decrease in management and distribution  fees was due to an overall decrease
in the  net  asset  levels  of the  Funds.  Net  assets  under  management  were
approximately $244 million at December 31, 1999, $222 million at March 31, 2000,
$198  million at June 30,  2000,  $189  million at  September  30, 2000 and $181
million at December 31, 2000.

Rental income  increased  $34,670 or 16%. On December 1, 2000,  the Company sold
its real estate held for investment realizing a gain on the sale of $901,046. In
2000,  the Company  earned  $200,000 in consulting  fees from BBSI in connection
with the sale of BBSI in 1999.  Dividends,  interest and other income  increased
$57,219  or 17% due to  higher  earnings  from the  Company's  investments.  The
Company had net realized and  unrealized  gains of $139,154  from the  Company's
marketable securities which included certain investments in Funds managed by the
Company.

Total  expenses  decreased  $41,527 or 1%. General and  administrative  expenses
decreased  $43,027 or 2%. Marketing  expenses  decreased  $141,413 or 30% due to
lower fulfillment  expenses and lower payments to other brokers for distributing
the Company's  open-end  Funds.  Expense  reimbursements  to the Funds decreased
$41,281  or 13% due to lower  waivers of  management  and  distribution  fees in
certain  Funds.  Effective  December  1,  1999,  the  Midas  Fund's  subadvisory
agreement was discontinued, resulting in decreased subadvisory fees of $147,157.
Professional  fees  increased  $33,298  or 21%.  Depreciation  and  amortization
decreased  $26,947 or 18%. In 2000,  the Company  determined  that the  carrying
value of one of its  intangible  assets  exceeded its net  realizable  value and
recorded a non-recurring charge of $325,000 to operations.

Net income  from  continuing  operations  for the year was  $508,314 or $.31 per
share on a diluted basis as compared to net income from continuing operations of
$48,776 or $.03 per share on a diluted basis for 1999.

Net income  for the year was  $508,314  or $.31 per share on a diluted  basis as
compared to net income of  $2,528,641  or $1.51 per share on a diluted  basis in
1999 which  included a net gain from  discontinued  operations  of $2,479,865 or
$1.48 per share on a diluted basis.


1999 Compared to 1998
---------------------

On December 17, 1998,  the Company  signed an agreement to sell the  outstanding
stock of BBSI, the discount brokerage business, to a subsidiary of Royal Bank of
Canada.  The  transaction,  which was approved by the regulatory  authorities in
Canada and the United States,  closed on March 31, 1999. The Company received $6
million in proceeds from the sale. At the time of the sale,  BBSI had net equity
of $500,000.  In connection  with the sale, the rights to the name "Bull & Bear"
were  transferred  to Royal Bank of Canada,  and the  Company and certain of its
subsidiaries  changed their names.  The Company recorded a gain from the sale of
$2,479,865,  net  of  related  expenses  including  professional  fees,  closing
bonuses, and income tax expense.

Total revenues from  continuing  operations  for the year decreased  $419,432 or
11%.  Management and distribution fees decreased $298,721 or 14% and $114,688 or
14%,  respectively.  The decrease in management and distribution fees was due to
an  overall  decrease  in  the  net  asset  levels  of  the  Funds.  Shareholder
administration fees decreased $314,111 or 100% because the Company  discontinued
providing  shareholder  administration  services to the Funds effective  January
1999. Net assets under  management were  approximately  $258 million at December
31, 1998,  $248 million at March 31, 1999,  $242 million at June 30, 1999,  $249
million at September 30, 1999 and $244 million at December 31, 1999.


                                       -8-


<PAGE>






Rental  income  increased  $172,393 or 393%.  The increase was  attributable  to
additional tenants in 1999 and the commencement of rentals in May 1998. In 1999,
the Company earned  $150,000 in consulting fees from BBSI in connection with the
sale.  Dividends,  interest and other income  increased  $270,939 or 459% due to
higher  earnings from the Company's  investments  which increased as a result of
the proceeds from the sale of BBSI.  The Company had net realized and unrealized
losses of $250,893  from the  Company's  marketable  securities  which  included
certain  investments  in Funds  managed  by the  Company.  The  losses  included
$413,369 from the decline in market value of the Company's 20% interest in Bexil
Corporation, the closed end fund managed by the Company.

Total  expenses  increased  $62,825 or 2%. General and  administrative  expenses
increased  $45,709 or 2%.  Marketing  expenses  decreased  $65,204 or 12% due to
lower payments to other brokers for distributing  the Company's  open-end funds.
Expense  reimbursements  to the Funds  increased  $148,440  or 82% due to higher
waivers of management and distribution  fees in certain Funds.  Subadvisory fees
decreased  $83,797 or 36%  because  net assets  were lower in Midas Fund and the
subadvisory  agreement  with Lion  Resources was  terminated  in November  1999.
Professional  fees  decreased  $17,839  or 10%.  Depreciation  and  amortization
expense  increased  $35,516 or 30% due to higher  depreciation  expense from the
rental property.

Net income  from  continuing  operations  for the period was $48,776 or $.03 per
share on a diluted basis as compared to net income of $651,829 or $.45 per share
on a diluted  basis for 1998.  Net gain  from  discontinued  operations  for the
period was  $2,479,865,  which included  income from  operations of $15,249,  or
$1.48 per share on a diluted  basis as compared to a net loss from  discontinued
operations of $140,414 or $.10 per share on a diluted basis for 1998.

Net income for the period was  $2,528,641  or $1.51 per share on a diluted basis
for the  period as  compared  to net income of  $511,415  or $.35 per share on a
diluted basis for 1998.


Liquidity and Capital Resources
-------------------------------

The following table reflects the Company's  consolidated working capital,  total
assets, long-term debt and shareholders' equity as of the dates indicated.

                                                      December 31,
                                     -------------------------------------------
                                       2000              1999             1998
                                       ----              ----             ----

       Working Capital            $ 7,132,886       $ 5,354,818      $ 2,371,234
       Total Assets               $ 8,377,222       $10,090,029      $ 5,315,147
       Shareholders' Equity       $ 7,961,746       $ 7,838,635      $ 4,959,016

For the year ended 2000,  working  capital and  shareholders'  equity  increased
$1,778,068 and $123,111, respectively. Total assets decreased $1,712,807.

Total assets decreased primarily due to the payment of federal,  state and local
income  taxes in the first  quarter  of 2000 and the  write-down  of  intangible
assets of $325,000.  Working  capital  increased  due to the sale of real estate
held for investment in the fourth quarter of 2000. The increase in shareholders'
equity was primarily the result of the net income for 2000 of $508,314 offset by
the decrease in unrealized capital gains on marketable securities of $385,203.

For the year ended 1999, working capital,  total assets and shareholders' equity
increased $2,983,584, $4,774,882 and $2,879,619, respectively.





                                       -9-


<PAGE>






Working capital and total assets increased  primarily due to the income from the
sale of BBSI. The increase in  shareholders'  equity was primarily the result of
the net income for 2000 of $691,666 and the decrease in unrealized capital gains
on marketable securities of $(350,375).

Management knows of no contingencies  that are reasonably  likely to result in a
material  decrease in the  Company's  liquidity  or that are likely to adversely
affect the Company's capital resources. This includes the restrictions placed on
the  transfer  of funds to the  Company  ISC as a result of its  regulatory  net
capital  requirements.  At  December  31,  2000,  the  amount  subject  to these
restrictions was $262,989 or 3.1% of total assets.

Effects of Inflation and Changing Prices
----------------------------------------

Since the Company derives revenue from  investment  management and  distribution
services  from the Funds,  it is not  possible for it to discuss or predict with
accuracy  the impact of  inflation  and  changing  prices on its  revenues  from
continuing operations.






































                                      -10-


<PAGE>






Item 8.    Financial Statements and Supplementary Data
-------    -------------------------------------------

Financial  Statements  required by Regulation  S-X and  Supplementary  Financial
Information required by Regulation S-K are presented herein.


                  FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
                  ---------------------------------------------
                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                            12

Consolidated Balance Sheets,
   December 31, 2000 and 1999                                                 13

Consolidated Statements of Income,
   Years ended December 31, 2000, 1999 and 1998                               14

Consolidated Statements of Changes in Shareholders' Equity,
   Years ended December 31, 2000, 1999 and 1998                               15

Consolidated Statements of Cash Flows,
   Years ended December 31, 2000, 1999 and 1998                               16

Notes to Consolidated Financial Statements                                    18


























                                      -11-


<PAGE>














               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


The Board of Directors and Shareholders of
Winmill & Co. Incorporated


We have audited the  accompanying  consolidated  balance sheets of Winmill & Co.
Incorporated  and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated  statements of income,  changes in shareholders'  equity,  and cash
flows for each of the three years in the period ended  December 31, 2000.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material  respects,  the  consolidated  financial  position  of  Winmill  &  Co.
Incorporated   and   subsidiaries  at  December  31,  2000  and  1999,  and  the
consolidated  results of their operations and their  consolidated cash flows for
each of the three years in the period ended  December 31,  2000,  in  conformity
with generally accepted accounting principles.





                                               TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 9, 2001











                                      -12-


<PAGE>



                           WINMILL & CO. INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                                  December 31,


                                                      2000                1999
                                                      ----                ----
                                     ASSETS
Current Assets:
   Cash and cash equivalents                     $  3,086,087     $    2,560,093
   Marketable securities (Note 2)                   3,926,175          4,600,928
   Management, distribution and other fees
     receivable                                       161,774            272,800
   Interest, dividends and other receivables          183,816             43,429
   Prepaid expenses and other current assets          190,510            128,962
                                                 ------------     --------------
      Total Current Assets                          7,548,362          7,606,212
                                                 ------------     --------------

Real estate, net                                          -            1,325,693
Equipment, furniture and fixtures, net                 50,624            102,702
Excess of cost over net book value of
  subsidiaries, net                                   286,315            650,001
Deferred income taxes (Note 9)                        138,000            140,000
Other assets                                          353,921            265,421
                                                 ------------     --------------
                                                      828,860          2,483,817
                                                 ------------     --------------
      Total Assets                               $  8,377,222     $   10,090,029
                                                 ============     ==============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable                                $     38,649   $      201,926
   Accrued professional fees                             66,563           75,055
   Accrued payroll and other related costs               69,428           72,049
   Accrued income taxes                                 231,000        1,866,600
   Accrued other expenses                                   -             25,928
   Other current liabilities                              9,836            9,836
                                                   ------------   --------------
      Total Current Liabilities                         415,476        2,251,394
                                                   ------------   --------------

Contingencies (Note 13)                                       -                -

Shareholders' Equity (Notes 3, 5, 6, and 7)
   Common Stock, $.01 par value
   Class A, 10,000,000 shares authorized;
      1,635,017 shares issued and outstanding            16,351           16,351
   Class B, 20,000 shares authorized;
      20,000 shares issued and outstanding                  200              200
   Additional paid-in capital                         6,872,454        6,872,454
   Retained earnings                                  1,711,617        1,203,303
   Notes receivable for common stock issued            (603,675)       (603,675)
   Accumulated other comprehensive income               (35,201)         350,002
                                                   ------------   --------------
      Total Shareholders' Equity                      7,961,746        7,838,635
                                                   ------------   --------------
      Total Liabilities and Shareholders' Equity   $  8,377,222   $   10,090,029
                                                   ============   ==============

See accompanying notes to consolidated financial statements.

                                      -13-


<PAGE>

<TABLE>
<CAPTION>
                           WINMILL & CO. INCORPORATED

                        CONSOLIDATED STATEMENTS OF INCOME

                            Years Ended December 31,



                                                              2000               1999              1998
                                                              ----               ----              ----
<S>                                                            <C>                <C>               <C>
Revenues:
   Management, distribution, service, and
      administrative fees                                 $  2,285,540     $  2,855,637      $  3,554,725
   Real estate rental income                                   250,941          216,271            43,878
   Gain on sale of real estate                                 901,046              -                 -
   Consulting fee                                              200,000          150,000               -
   Realized and unrealized gains (losses)
      from investments                                         139,154         (250,893)           62,783
   Dividends, interest and other                               387,124          329,905            58,966
                                                          ------------     ------------      ------------
                                                             4,163,805        3,300,920         3,720,352
                                                          ------------     ------------      ------------
Expenses:
   General and administrative                                1,915,609        1,958,636         1,912,927
   Marketing                                                   324,611          466,024           531,228
   Expense reimbursements to the Funds (Note 11)               287,555          328,836           180,396
   Subadvisory fees                                                -            147,157           230,954
   Professional fees                                           192,835          159,537           177,376
   Amortization and depreciation                               126,755          153,702           118,186
   Non-recurring item (Note 10)                                325,000              -                -
                                                          ------------     ------------      ------------
                                                             3,172,365        3,213,892         3,151,067
                                                          ------------     ------------      ------------
Income from continuing operations before income taxes          991,440           87,028           569,285
Income taxes (benefit) (Note 9)                                483,126           38,252           (82,544)
                                                          ------------     ------------      ------------
Income from continuing operations                              508,314           48,776           651,829
Discontinued Operations:
   Income (loss) from discontinued operations
      (net of income taxes) (Note 2)                               -          2,479,865          (140,414)
                                                          ------------     ------------      ------------
Net Income  $                                                  508,314     $  2,528,641        $  511,415
                                                          ============     ============      ============
Per Share Data:
   Basic
      Income from continuing operations                         $  .31           $  .03            $ .47
      Income (loss) from discontinued operations                    -              1.50             (.10)
                                                                ------           ------            -----
      Net income                                                $  .31           $ 1.53            $ .37
                                                                ======           ======            =====
   Diluted
      Income from continuing operations                         $  .31           $  .03            $ .45
      Income (loss) from discontinued operations                    -              1.48             (.10)
                                                                -------          ------            -----
      Net income                                                $  .31           $ 1.51            $ .35
                                                                ======           ======            =====
Average Shares Outstanding:
   Basic    1,655,017                                         1,655,017       1,391,940
            =========                                         =========       =========
   Diluted                                                    1,659,839       1,680,757         1,453,472
                                                              =========       =========         =========

</TABLE>

See accompanying notes to consolidated financial statements.

                                      -14-


<PAGE>

<TABLE>
<CAPTION>


                           WINMILL & CO. INCORPORATED

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                  Years Ended December 31, 2000, 1999 and 1998



                                   Number of Shares                                 Amount
                                   ----------------  -------------------------------------------------------------------------------
                                                                                   Notes
                                                                                   Receivable
                                                                                   For                 Accumulated
                                                                       Additional  Common   Retained   Other           Total
                                   Class A  Class B  Class A  Class B  Paid-In     Stock    Earnings   Comprehensive   Shareholders'
                                   Common   Common   Common   Common   Capital     Issued   (Deficit)  Income          Equity
                                   ------   ------   ------   ------   -------     ------   ---------  -------------   -------------
<S>                                 <C>      <C>      <C>       <C>       <C>        <C>      <C>            <C>           <C>
Balance, December 31, 1997      1,350,017   20,000  $13,501     $200   $6,236,077   $  -- $(1,836,753)     $42,086     $4,455,111

Net income                             --       --       --       --           --      --     511,415           --        511,415
Other comprehensive income
Unrealized losses on marketable        --       --       --       --           --      --          --      (43,062)       (43,062)
securities                             --       --       --       --           --      --          --           --

Comprehensive income                                                                                                     468,353

Issuance of Class A common stock
on exercise of stock options      285,000       --    2,850       --      636,377      --          --           --        639,227
Issuance of notes receivable
  (Note 8)                             --       --       --       --           -- (603,675)        --           --       (603,675)
                                ---------  -------   ------    -----   ---------- --------  ---------    ---------       ---------

Balance, December 31, 1998      1,635,017   20,000   16,351      200    6,872,454 (603,675) (1,325,338)      (976)      4,959,016

Net income                             --       --       --       --           --        --  2,528,641         --       2,528,641
Other comprehensive income
Unrealized gains on investments        --       --       --       --           --        --         --    350,978         350,978
                                ---------   ------ --------    -----   ---------- --------- ----------   --------       ---------
Comprehensive income            2,879,619


Balance, December 31, 1999      1,635,017   20,000   16,351      200    6,872,454 (603,675)  1,203,303    350,002      7,838,635

Net income                             --       --       --       --           --       --     508,314         --        508,314
Other comprehensive income
Unrealized losses on marketable
securities                             --       --       --       --           --       --          --    (385,203)     (385,203)
                                 --------  ------- --------    -----     -------- --------- -----------  ---------     ----------
Comprehensive income                                                                                                     123,111


Balance, December 31, 2000     1,635,017   20,000   $16,351     $200   $6,872,454 $(603,675) $1,711,617   $(35,201)    $7,961,746
                               =========  =======   =======    =====   ==========  ========= ==========  =========     ==========



</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>



























































                                      -15-


<PAGE>
<TABLE>
<CAPTION>
                           WINMILL & CO. INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                            Years Ended December 31,



                                                                 2000             1999             1998
                                                                 ----             ----             ----
<S>                                                               <C>              <C>              <C>
Cash Flows from Operating Activities:
   Net income                                             $     508,314    $   2,528,641     $    511,415
                                                          -------------    -------------     ------------
   Adjustments to reconcile  net income (loss)
      to net cash provided by (used in)
      operating activities:

      Depreciation and amortization                             126,755          153,702          169,008
      Write-off of impaired asset                               325,000              -                -
      Deferred income taxes                                      26,000           75,400         (215,400)
      Increase in cash value of life insurance                  (88,500)         (33,000)         (33,000)
      Realized/unrealized (gain) loss on investments           (139,154)         260,014          (40,330)
      Gain on sale of discontinued operations                       -         (2,464,616)             -
      Gain on sale of real estate                              (901,046)             -                -
      (Increase) decrease in, net of effects from
         sale of discontinued operations:
         Management, distribution and shareholder
            administration fees receivable                      111,026          (15,487)          11,671
         Interest, dividends and other receivables             (140,387)         (28,712)         (17,832)
         Prepaid expenses and other current assets              (61,548)         277,625          (95,129)
         Other assets                                               -             43,762              -
      Increase   (decrease)  in,  net  of  effects  from
         sale  of  discontinued operations:
         Accounts payable                                      (163,277)         193,369          (55,915)
         Accrued expenses                                       (37,041)         (48,580)          57,010
         Accrued income taxes                                (1,635,600)       1,866,600              -
         Other current liabilities                                  -                -               (572)
                                                          -------------    -------------     ------------
   Total adjustments                                         (2,577,772)         280,077         (220,489)
                                                          -------------    -------------     ------------
      Net cash provided by (used for)
         Operating Activities                                (2,069,458)       2,808,718          290,926
                                                          -------------    -------------     ------------

</TABLE>















                                      -16-


<PAGE>
<TABLE>
<CAPTION>
                                             WINMILL & CO. INCORPORATED

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (Continued)

                                              Years Ended December 31,



                                                                2000                  1999             1998
                                                                ----                  ----             ----
<S>                                                             <C>                   <C>              <C>
Cash Flows from Investing Activities:
   Improvement to real estate for investment            $     (53,951)        $    (201,237)    $   (606,296)
   Proceeds from sale of real estate                        2,250,000                   -                -
   Capital expenditures                                        (5,301)               (7,617)        (102,440)
   Proceeds from sale of discontinued operations
      net of discontinued operations cash and
      current expenses and taxes                                  -               2,717,626              -
   Proceeds from sales of investments                       2,711,049               810,528        1,748,467
   Purchases of investments                                (2,306,345)           (4,967,107)        (258,556)
                                                        -------------         -------------     ------------
      Net cash provided by (used in)
         Investing Activities                               2,595,452            (1,647,807)         781,175
                                                        -------------         -------------     ------------

Cash Flows from Financing Activities:
   Issuance collection of note receivable                         -                     -           (603,675)
   Repayments of capitalized lease obligation                     -                  (4,749)         (16,355)
   Proceeds from issuance of Class A Common Stock                 -                     -            639,227
                                                        -------------         -------------     ------------
      Net cash provided by (used in)
         Financing Activities                                     -                  (4,749)          19,197
                                                        -------------         -------------     ------------

      Net increase in cash and cash equivalents               525,994             1,156,162        1,091,298

Cash and cash equivalents:
   Beginning of year                                        2,560,093             1,403,931          312,633
                                                        -------------         -------------     ------------
   End of year                                          $   3,086,087         $   2,560,093     $  1,403,931
                                                        =============         =============     ============
</TABLE>


SUPPLEMENTAL DISCLOSURE:
   The Company paid  $1,475,000,  $0 and $9,346 in Federal income taxes in 2000,
   1999 and 1998,  respectively.  The Company  paid $864 and $916 in interest in
   1999 and 1998, respectively.













See accompanying notes to consolidated financial statements.

                                      -17-


<PAGE>



                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 2000, 1999 and 1998



1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS
         Winmill  & Co.,  Incorporated  ("Company")  is a holding  company.  Its
         subsidiaries'  business consists of providing investment management and
         distribution  services  for the Midas  Funds (six  open-end  funds) and
         three closed-end funds, proprietary securities trading, and real estate
         investment and operation.

         BASIS OF PRESENTATION
         The  consolidated  financial  statements  include  the  accounts of the
         Company and all of its  subsidiaries.  Substantially  all  intercompany
         accounts and transactions have been eliminated.

         ACCOUNTING ESTIMATES
         In preparing financial statements in conformity with generally accepted
         accounting principles,  management makes estimates and assumptions that
         affect the reported  amounts of assets and  liabilities  at the date of
         the financial  statements,  as well as the reported amounts of revenues
         and expenses  during the reported  period.  Actual results could differ
         from those estimates.

         FAIR VALUE OF FINANCIAL INSTRUMENTS
         The carrying amounts of cash and cash equivalents, accounts receivable,
         accounts   payable,   and  accrued   expenses  and  other   liabilities
         approximate  fair value  because of the short  maturity of these items.
         Marketable securities are recorded at market value which represents the
         fair value of the securities.

         CASH AND CASH EQUIVALENTS
         Investments   in  money  market  funds  are   considered   to  be  cash
         equivalents.   At  December   31,  2000  and  1999,   the  Company  and
         subsidiaries  had invested  approximately  $2,871,800  and  $2,199,800,
         respectively, in an affiliated money market fund.

         MARKETABLE SECURITIES
         The  Company  and  its   non-broker/dealer   subsidiaries'   marketable
         securities  are considered to be  "available-for-sale"  and recorded at
         market   value,   with  the   unrealized   gain  or  loss  included  in
         stockholders'  equity  as  "accumulated  other  comprehensive  income".
         Marketable  securities  for the  broker/dealer  subsidiary is valued at
         market with unrealized gains and losses included in earnings.

         INCOME TAXES
         The Company and its wholly-owned  subsidiaries file consolidated income
         tax  returns.  The  Company's  method of  accounting  for income  taxes
         conforms  to  Statement  of  Financial  Accounting  Standards  No.  109
         "Accounting  for Income Taxes." This method requires the recognition of
         deferred  tax  assets  and  liabilities  for the  expected  future  tax
         consequences of temporary  differences  between the financial reporting
         basis and the tax basis of assets and liabilities.



                                      -18-


<PAGE>



                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 2000, 1999 and 1998



         REAL ESTATE HELD FOR INVESTMENT AND EQUIPMENT
         Real  estate  held  for   investment  was  recorded  at  cost  and  was
         depreciated on the straight-line  basis over its estimated useful life.
         At December 31, 1999, accumulated  depreciation on real estate held for
         investment amounted to approximately $166,100. The real estate held for
         investment  was  sold  on  December  1,  2000  at a gain  of  $901,046.
         Equipment,  furniture  and  fixtures  are  recorded  at  cost  and  are
         depreciated  on the  straight-line  basis over their  estimated  useful
         lives,  3 to 10 years.  At  December  31,  2000 and  1999,  accumulated
         depreciation   on  equipment,   furniture  and  fixtures   amounted  to
         approximately $813,000 and $796,900, respectively.

         EXCESS OF COST OVER NET BOOK VALUE OF SUBSIDIARIES
         The excess of cost over net book value of  subsidiaries  is capitalized
         and  amortized  over  fifteen and forty  years using the  straight-line
         method.  At  December  31,  2000  and  1999,  accumulated  amortization
         amounted  to   approximately   $589,500  and  $550,800,   respectively.
         Periodically,  the Company reviews its intangible  assets for events or
         changes  in  circumstances  that may  indicate  that  the  value of its
         intangible assets is not recoverable (See Note 10).

         COMPREHENSIVE INCOME
         The Company discloses comprehensive income in the financial statements.
         Total comprehensive income includes net income and unrealized gains and
         losses  on   marketable   securities,   which  is   reported  as  other
         comprehensive income in stockholders' equity.

         SEGMENT INFORMATION
         The  Company's   operating  segments  were  organized  around  services
         provided and classified into three groups - investment management, real
         estate  operations  and  discount  brokerage.  Due to the  sale  of the
         discount brokerage business in 1999, the discount brokerage business is
         classified as "income from  discontinued  operations"  on the financial
         statements  (See Note 2). The  Company's  remaining  business is in two
         industry segments.

         EARNINGS PER SHARE
         Basic earnings per share is computed using the weighted  average number
         of shares outstanding. Diluted earnings per share is computed using the
         weighted  average  number  of  shares  outstanding   adjusted  for  the
         incremental shares attributed to outstanding options to purchase common
         stock.











                                      -19-


<PAGE>



                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
         The  following  table sets forth the  computation  of basic and diluted
earnings per share:

                                                                       2000             1999           1998
                                                                       ----             ----           ----
      <S>                                                               <C>             <C>             <C>
      Numerator for basic and diluted earnings per share:
         Net income                                                 $   508,314   $  2,528,641    $    511,415
                                                                    ===========   ============    ============

      Denominator:
         Denominator for basic earnings per share -
            weighted-average shares                                   1,655,017      1,655,017       1,391,940
         Effect of dilutive securities:
            Employee Stock Options                                        4,822         25,740          61,532
                                                                    -----------   ------------    ------------
      Denominator for diluted earnings per share -
         adjusted weighted -  average shares and
         assumed conversions                                          1,659,839      1,680,757       1,453,472
                                                                    ===========   ============    ============
</TABLE>


2.    DISCONTINUED OPERATIONS

      On  December  17,  1998,  the  Company  signed  an  agreement  to sell the
      outstanding stock of the discount brokerage  business,  to a subsidiary of
      Royal Bank of Canada for $6 million. The sale closed on March 31, 1999. In
      connection  with  the  sale,  the  rights  to the name  "Bull & Bear"  was
      transferred  to Royal Bank of Canada.  In addition,  Royal Bank has agreed
      that it will cause, for the three-year period following the closing,  BBSI
      to offer  exclusively  Dollar  Reserves to its customers as the sole money
      market fund into which cash balances held by BBSI's customers may be swept
      on a daily  basis for so long as  certain  conditions  are met,  including
      certain  performance  rankings by the Fund, in  consideration of a monthly
      fee equal to one-twelfth of 0.25% of the aggregate average daily amount of
      such balances. At December 31, 2000, the value invested in Dollar Reserves
      by BBSI's customers was  approximately $30 million.  Further,  the Company
      has agreed to provide or to cause its  subsidiaries to provide to BBSI for
      a period of three  years  following  the  closing  certain  services  with
      respect to the operation of a securities  brokerage business for a monthly
      consulting fee of $16,666.67, subject to certain conditions.
















                                      -20-


<PAGE>



                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 2000, 1999 and 1998



      Accordingly,  results  from the  discount  brokerage  segment are shown as
      discontinued   operations.   Summarized  financial   information  for  the
      discontinued operations was as follows:

                                                         1999             1998
                                                         ----             ----

         Revenues $                                    748,786*      $ 2,379,506
         Expenses                                      733,537*        2,614,920
                                                       --------     -----------
         Income (loss) before income taxes              15,249         (235,414)
         Income taxes                                      -              95,000
                                                       -------      ------------
         Income (loss)                                  15,249         (140,414)
                                                       -------      ------------
         Gain on sale of discontinued operations:
            Proceeds, net of basis                   5,500,000                 -
            Professional fees                         (222,021)                -
            Closing bonuses                           (868,586)                -
                                                   ------------     ------------
            Gain on sale before income taxes          4,409,393                -
            Income taxes                            (1,944,777)                -
                                                   ------------     ------------
            Gain on sale                              2,464,616                -
                                                  -------------     ------------
         Income (loss) from discontinued
           operations                             $   2,479,865    $   (140,414)
                                                  =============     ============

         *  Represents  revenues  and  expenses for the 3 months ended March 31,
            1999.


3.    MARKETABLE SECURITIES

      At December 31, marketable securities consisted of:
                                                        2000              1999
                                                        ----              ----
         Broker/dealer securities - at market
            Affiliated funds                         $  2,155,070   $  2,063,205
            Equity securities                           1,286,900        435,875
                                                     ------------   ------------
            Total broker/dealer securities
               (cost - $3,733,304 for 2000
                  and $2,861,234 for 1999)              3,441,970      2,499,080
                                                     ------------   ------------
         Other companies
            Available-for-sale securities - at market
               Unaffiliated mutual funds                    3,404         23,622
               Affiliated mutual funds                    446,361      2,046,439
               Equity securities                           34,440         31,787
                                                     ------------   ------------
            Total available-for-sale securities
               (cost - $543,406 for 2000
                  and $1,751,846 for 1999)                484,205      2,101,848
                                                     ------------   ------------
                                                     $  3,926,175   $  4,600,928
                                                     ============   ============


                                      -21-


<PAGE>



                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 2000, 1999 and 1998



      At December 31, 2000 and 1999,  the Company had  $(35,201)  and  $350,002,
      respectively,  net of deferred income taxes, of unrealized  gains (losses)
      on  "available-for-sale  securities"  which  is  reported  as  a  separate
      component of consolidated shareholders' equity.


4.    LEASE COMMITMENTS

      The Company  leases office space under a lease which expires  December 31,
      2001 and is  cancelable  at the  option of the  Company  on three  month's
      notice.   The  rent  is   approximately   $103,000  per  annum   including
      electricity.


5.    SHAREHOLDERS' EQUITY

      The Class A and Class B Common Stock are identical in all respects  except
      for voting  rights,  which are vested  solely in the Class B Common Stock.
      The Company also has 1,000,000 shares of Preferred Stock,  $.01 par value,
      authorized.  As of December 31, 2000, 1999 and 1998, none of the Preferred
      Stock was issued.


6.    NET CAPITAL REQUIREMENTS

      The  Company's  broker/dealer  subsidiary is a member firm of the National
      Association  of  Securities  Dealers,  Inc.  and is  registered  with  the
      Securities and Exchange  Commission as a broker/dealer.  Under the Uniform
      Net Capital Rule (Rule 15c3-1 under the Securities  Exchange Act of 1934),
      a broker/dealer must maintain minimum net capital, as defined, of not less
      than (a) $250,000 or, when engaged solely in the sale of redeemable shares
      of registered investment  companies,  $100,000, or (b) 6-2/3% of aggregate
      indebtedness,  whichever is greater; and a ratio of aggregate indebtedness
      to net  capital,  as defined,  of not more than 15 to 1. At  December  31,
      2000,  the  subsidiary  had net  capital of  approximately  $790,200;  net
      capital  requirements  of  $262,989;  excess net capital of  approximately
      $527,200;  and the ratios of  aggregate  indebtedness  to net  capital was
      approximately 4.99 to 1.


7.    STOCK OPTIONS

      On December 6, 1995, the Company adopted a Long-Term  Incentive Plan which
      provides  for the  granting  of a maximum of 300,000  options to  purchase
      Class A Common  Stock to  directors,  officers  and key  employees  of the
      Company or its subsidiaries.  The plan was amended on February 5, 1996, on
      October 29, 1997 increasing the maximum number of options to 450,000,  and
      in March 1999  increasing the maximum  number of options to 600,000.  With
      respect to  non-employee  directors,  only grants of  non-qualified  stock
      options  and  awards  of  restricted  shares  are  available.   The  three
      non-employee  directors  were granted  15,000 options each on December 12,
      2000 and all previously  issued options were  cancelled.  The option price
      per share may not be less than the fair  value of such  shares on the date
      the option is granted,  and the  maximum  term of an option may not exceed
      ten years except as to  non-employee  directors for which the maximum term
      is five years.


                                      -22-


<PAGE>



                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 2000, 1999 and 1998



      The  Company  applied  APB  Opinion  25  and  related  interpretations  in
      accounting for its stock option plans.  Accordingly,  no compensation cost
      has been  recognized  for its stock option plans.  Pro forma  compensation
      cost for the Company's plans is required by Financial Accounting Standards
      No. 123 "Accounting for Stock-Based  Compensation (SFAS 123)" and has been
      determined  based on the fair value at the grant  dates for  awards  under
      these plans  consistent  with the method of SFAS 123.  For purposes of pro
      forma disclosure,  the estimated fair value of the options is amortized to
      expense  over  the  options'  vesting  period.  The  Company's  pro  forma
      information follows:

                                                     Years Ended December 31,
                                                 2000        1999        1998
                                                 ----        ----        ----

         Net income             As Reported     $502,572   $2,528,641   $511,415
                                 Pro forma      $463,593   $2,285,639   $465,641
         Earnings per share
            Basic               As Reported         $.30        $1.53       $.37
                                 Pro forma          $.28        $1.38       $.33

           Diluted              As Reported         $.30        $1.51       $.35
                                 Pro forma          $.28        $1.36       $.32

      The fair  value of each  option  grant is  estimated  on the date of grant
      using the Black-Scholes  option-pricing  model with the following weighted
      average assumptions used for grants in 2000, 1999 and 1998,  respectively:
      expected volatility of 46.33%, 83.09% and 73.95%,  risk-free interest rate
      of 4.40%, 5.78% and 5.11% and expected life of three years for each year.

      A summary of the status of the Company's stock option plans as of December
      31,  2000,  1999 and 1998,  and changes  during the years  ending on those
      dates is presented below:

                                                                        Weighted
                                                     Number              Average
                                                       Of               Exercise
         Stock Options                               Shares               Price

         Outstanding at December 31, 1997              412,000            $2.21
            Granted                                     12,000            $1.81
            Exercised                                 (285,000)           $2.25
            Canceled                                   (20,000)           $2.64
                                                    ----------
         Outstanding at December 31, 1998              119,000            $2.05
            Granted                                    280,000            $2.98
            Canceled                                  (160,000)           $3.28
                                                    ----------
         Outstanding at December 31, 1999              239,000            $2.32
            Granted                                    261,000            $1.65
            Canceled                                  (274,000)           $2.26
                                                    ----------
                                                       226,000            $1.61
                                                    ==========


                                      -23-


<PAGE>



                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 2000, 1999 and 1998



      There were 182,000, 239,000 and 97,000 options exercisable at December 31,
      2000,  1999 and 1998  with a  weighted-average  exercise  price of  $1.64,
      $2.32, and $1.99, respectively. The weighted-average fair value of options
      granted was $.54,  $1.18 and $.94 for the years ended  December  31, 2000,
      1999 and 1998, respectively.

      In December 2000, the Company  canceled  192,000  previously  issued stock
      options.  The exercise prices of the canceled stock options were $1.875 to
      $2.6125.  In December 2000, the Company granted 216,000 stock options with
      exercise prices of $1.50 to $1.65.

      In September 1999, the Company canceled 125,000 previously issued stock
options.  The exercise prices of the canceled stock options were $3.36 to $3.69.
In September 1999,the Company granted 155,000 stock options with exercise prices
of $2.38 to $2.61.

      The following table summarizes information about stock options outstanding
at December 31, 2000:

                                           Options Outstanding
                            ----------------------------------------------------
                                           Weighted-Average
        Range of              Number          Remaining         Weighted-Average
   Exercise Prices          Outstanding    Contractual Life      Exercise Price
   ---------------          -----------    ----------------     ----------------

   $1.50 - $1.65               216,000          4.9 years             $1.58
   $2.00 - $2.375               10,000          3.7 years             $2.375

      In connection with the exercise of the options,  the Company received from
      certain  officers  notes with an interest  rate of 4.47% per annum payable
      December  15,  2003.  The  balance of the notes at  December  31, 2000 was
      $603,675,  which was  classified  as "notes  receivable  for common  stock
      issued."


8.    PENSION PLAN

      The  Company has a 401(k)  retirement  plan for  substantially  all of its
      qualified employees.  Contributions to this are based upon a percentage of
      earnings  of  eligible  employees  and are accrued and funded on a current
      basis.  Total pension  expense for the years ended December 31, 2000, 1999
      and 1998 was approximately $45,100, $31,600 and $44,700, respectively.













                                      -24-


<PAGE>



                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 2000, 1999 and 1998



9.    INCOME TAXES

      The provision for income taxes charged to operations was as follows:

                                        2000           1999             1998
                                        ----           ----             ----
      Continuing Operations
         Current
            Federal                $  352,000     $    (25,500)     $  (111,054)
            State and local           105,126          (11,648)          28,510
                                   ----------     ------------      ------------
                                      457,126          (37,148)         (82,544)
         Deferred                      26,000           75,400             -
                                   ----------     ------------      ------------
                                      483,126           38,252          (82,544)
      Discontinued Operations             -          1,944,777          (95,000)
                                   ----------     ------------      ------------
                                   $  483,126     $  1,983,029      $  (177,544)
                                   ==========     ============      ============

      Deferred tax assets are  comprised of the  following at December 31, 2000,
1999 and 1998:

                                           2000           1999             1998
                                           ----           ----             ----

      Unrealized depreciation on
        investments                    $  138,000     $  140,000      $   12,400
      Accrued expenses                        -              -            40,000
      Depreciation                            -              -            10,000
      Net operating loss carryforwards        -              -           153,000
                                       ----------     ----------      ----------
          Net deferred tax assets      $  138,000     $  140,000      $  215,400
                                       ==========     ==========      ==========

      A reconciliation of the federal statutory income tax rate to the Company's
effective tax rate is as follows:

                                                        2000      1999     1998
                                                        ----      ----     ----

     Statutory rate                                      34.0%    34.0%    34.0%
     Increase in effective tax rate resulting from:
        State income taxes, net of federal benefit        7.0      9.1      5.6
        Write-down of non-deductible intangible assets   11.1      -         -
        Operating loss carryforwards                      -       (3.1)   (92.8)
        Other assets                                     (3.4)     4.0       -
                                                        -----     ----    -----
                                                         48.7%    44.0%  (53.2)%
                                                        =====     ====    =====

      In 1998, the negative effective tax rate resulted from the reversal of the
      valuation allowance account established in prior years.





                                      -25-


<PAGE>



                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                        December 31, 2000, 1999 and 1998



10.   NON-RECURRING ITEM

      In 2000,  the Company  determined  that the  carrying  value of one of its
      intangible assets exceeded its net realizable value. This occurred because
      of a decline in net assets  under  management.  As a result,  the  Company
      recorded a non-recurring charge to operations of $325,000.


11.   RELATED PARTIES

      All management and distribution  fees are a result of services provided to
      the Funds. All such services are provided  pursuant to agreements that set
      forth the fees to be charged  for these  services.  These  agreements  are
      subject to annual  review and  approval by each Fund's  Board of Directors
      and  a  majority  of  the  Fund's  non-interested  directors.  Shareholder
      administration  fees  represented   reimbursement  of  costs  incurred  by
      subsidiaries  of the  Company  on  behalf  of  the  open-end  Funds.  Such
      reimbursement  amounted  to  approximately  $314,100  for the  year  ended
      December 31, 1998. The Company  outsourced its shareholder  administration
      in 1999.  During the years ended  December  31, 2000,  1999 and 1998,  the
      Funds paid approximately  $147,000,  $210,000 and $182,000,  respectively,
      for  recordkeeping  services  to ISC,  which paid such  amounts to certain
      brokers  for  performing   such   services.   These   reimbursements   for
      recordkeeping services were recorded in management,  distribution, service
      and administrative fees.

      In  connection  with  investment   management   services,   the  Company's
      investment  managers and distributor  waived  management and  distribution
      fees from the Funds in the amount of approximately $287,600, $328,800, and
      $180,400  for  the  years  ended   December  31,  2000,   1999  and  1998,
      respectively.

      Certain officers of the Company also serve as officers and/or directors of
the Funds.

      Commencing August 1992, the Company has a key man life insurance policy on
      the life of the  Company's  Chairman  which  provides  for the  payment of
      $1,000,000  to the Company upon his death.  As of December  31, 2000,  the
      policy  had a  cash  surrender  value  of  approximately  $263,500  and is
      included in other assets in the balance sheet.



















                                      -26-


<PAGE>



                           WINMILL & CO. INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)
                        December 31, 2000, 1999 and 1998



12.   FINANCIAL INFORMATION BY BUSINESS SEGMENT

      The following details selected financial information by business segment.

                                          Investment   Real Estate
                                          Management    Operations      Total
       2000
        Revenues                          $2,485,540   $   250,941   $2,736,481
        Gain on sale of real estate              -         901,046      901,046
        Investment income                    525,121         1,157      526,278
        Income from operations               157,800       833,640      991,440
        Depreciation and amortization         62,506        64,249      126,755
        Non-recurring item                   325,000           -        325,000
        Capital expenditures                   5,301        53,951       59,252
        Gross identifiable assets          6,345,189     2,133,033    8,478,222

       1999
        Revenues                           3,005,636       216,272    3,221,908
        Investment income                     78,165           847       79,012
        Income (loss) from operations        109,733       (22,705)      87,028
        Depreciation and amortization         78,316        75,386      153,702
        Capital expenditures                   7,617       201,237      208,854
        Gross identifiable assets          8,620,008     1,470,021   10,090,029


13.   CONTINGENCIES

      From time to time, the Company and/or its  subsidiaries  are threatened or
      named  as  defendants  in  litigation  arising  in the  normal  course  of
      business.  As of  December  31,  2000,  neither the Company nor any of its
      subsidiaries  was involved in any other litigation that, in the opinion of
      management,  would  have a  material  adverse  impact on the  consolidated
      financial statements.

      In  July  1994,  the  Company  entered  into  a  Death  Benefit  Agreement
      ("Agreement")  with the  Company's  Chairman.  Following  his  death,  the
      Agreement provides for annual payments, equal to 80% of his average annual
      salary for the three  year  period  prior to his death  subject to certain
      adjustments,  to his wife until her death. The Company's obligations under
      the  Agreement  are not  secured  and  will  terminate  if he  leaves  the
      Company's employ under certain conditions.











                                      -27-


<PAGE>



                  Selected Quarterly Financial Data (Unaudited)


The following sets forth the selected  quarterly  financial  information for the
years ended  December  31, 2000 and 1999.  The  information  presented  has been
restated  to  reflect  BBSI  as  discontinued  operations  (See  Note  2) to the
consolidated financial statements.

<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                          March 31,        June 30,        Sept. 30,         Dec. 31,
2000
----
<S>                                                           <C>             <C>            <C>               <C>

Revenues                                                  $  1,153,890   $    720,670   $    871,789   $   1,417,456
                                                          ============   ============   ============   =============

Income (loss) from continuing operations                  $    302,023     $  (29,506)    $  (66,634)   $    302,431
                                                          ============     ==========     ==========    ============

Income (loss) from discontinued operations                $        -       $      -       $      -      $       -
                                                          ============     ==========     ==========    ============

Net income (loss)                                         $    302,023     $  (29,506)    $  (66,634)   $    302,431
                                                          ============     ==========     ==========    ============

Income (loss) per share
   Basic
      Income (loss) from continuing operations                   $ .18         $ (.02)        $(.04)           $ .19
                                                                 =====         ======         =====            =====

      Income (loss) from discontinued operations                 $ -           $  -           $ -              $-
                                                                 =====         ======         =====            =====

      Net income (loss)                                          $ .18         $ (.02)        $(.04)           $ .19
                                                                 =====         ======         =====            =====

   Diluted                                                       $ .18         $ (.02)        $(.04)           $ .19
                                                                 =====         ======         =====            =====


1999
----

Revenues                                                  $    774,806    $    992,676   $    565,857   $     967,581
                                                          ============    ============   ============   =============

Income from continuing operations                         $   (143,754)    $   63,786    $  (139,147)     $  267,891
                                                          ============     ==========    ===========      ==========

Income from discontinued operations                       $  2,479,865     $      -      $       -        $     -
                                                          ============     ==========    ===========      ==========

Net income                                                $  2,336,111     $   63,786    $  (139,147)     $  267,891
                                                          ============     ==========    ===========      ==========

Income (loss) per share
   Basic
      Income from continuing operations                         $(.09)           $.04          $(.08)          $ .16
                                                                =====            ====          =====           =====

      Income (loss) from discontinued operations                $1.50            $-            $ -             $-
                                                                =====            ====          =====           =====

      Net Income                                                $1.41            $.04          $(.08)          $ .16
                                                                =====            ====          =====           =====

   Diluted                                                      $1.38            $.04          $(.08)          $ .16
                                                                =====            ====          =====           =====
</TABLE>


Item 9.    Changes in and Disagreements With Accountants on Accounting and
-------    ---------------------------------------------------------------
           Financial Disclosure
           --------------------

There were no changes in or  disagreements  with the  Company's  accountants  on
accounting and financial  disclosure matters during the two years ended December
31, 2000.

                                      -28-


<PAGE>



                                    PART III



Item 10.   Directors and Executive Officers

The following list contains the names, ages, positions and lengths of service of
all directors and executive officers of the Company.

      Name                Position                      Years of Service     Age
                                                       Director   Officer

Bassett S. Winmill        Chairman of the Board          24        24         71

Robert D. Anderson        Vice Chairman of the Board     24        24         71

Thomas B. Winmill, Esq.   President,                     12        13         41
                          General Counsel, Director

Edward G. Webb, Jr.       Director                       15*       12**       61

Charles A. Carroll        Director                        9         -         70

Mark C. Winmill           Director                       11***     13****     43

William Vohrer            Treasurer,                      -         -         50
                          Chief Accounting Officer

Monica Pelaez, Esquire    Vice President,
                          Secretary, Associate            -         1         29
                          General Counsel

*       1985 to 1990 and 1992 to present.

**      1979 to 1990

***     1989 to 1999 and 2000 to present.

****    1987 to 1999


















                                      -29-


<PAGE>






Set forth below is a description of the business experience of the directors and
executive officers of the Company during the past five years.

BASSETT S. WINMILL - Chairman of the Board of Directors.  He is also Chairman of
certain investment companies managed by Company subsidiaries.  He is a member of
the New York  Society of  Security  Analysts,  the  Association  for  Investment
Management and Research, and the International Society of Financial Analysts. He
is the father of Thomas B. Winmill and Mark C. Winmill.

ROBERT D. ANDERSON - Vice  Chairman of the Board of  Directors.  He is also Vice
Chairman of certain investment  companies managed by Company subsidiaries and of
the subsidiaries of the Company.

THOMAS B. WINMILL,  ESQ. - President,  General Counsel and Director.  He is also
President of the investment  companies  managed by Company  subsidiaries  and of
certain other subsidiaries of the Company.  He is a member of the New York State
Bar. He is a son of Bassett S. Winmill and brother of Mark C. Winmill.

EDWARD G. WEBB, JR. - Director.  He has been President of Webb Associates,  Ltd.
since 1996.  From 1990 to 1996, he was  Investment  Director for Home  Insurance
Company,  an affiliate of Trygg - House A1. Prior to that, he served as a Senior
Vice President and Director of the Company.

CHARLES A. CARROLL - Director.  From 1989 to the present, he has been affiliated
with Kalin Associates, Inc., a member firm of the New York Stock Exchange.

MARK C.  WINMILL  -  Chairman,  Thanksgiving  Foundation.  He was  Co-President,
Co-CEO,  CFO and Director of Bull & Bear Group, Inc. from June 1990 - March 1999
and an Officer and Director of its various Funds and subsidiaries from June 1987
- March 1999. He was President, CEO, CFO and Director of Bull & Bear Securities,
Inc., a  nationwide  discount  broker,  from June 1987 until March 1999 when the
Company was sold to The Royal Bank of Canada.  He was Chief Operating Officer of
Bull & Bear  Securities,  Inc., a  wholly-owned  subsidiary of The Royal Bank of
Canada, from April 1999 - February 2000. He is a son of Bassett S. Winmill and a
brother of Thomas B. Winmill.

WILLIAM G. VOHRER - Chief  Financial  Officer,  Treasurer  and Chief  Accounting
Officer. He joined the company in February 2001. From 1999 to 2001, he consulted
on  accounting  matters.  From 1994 to 1999 he was Chief  Financial  Officer and
Financial  Operations   Principal  for  Nafinsa  Securities,   Inc.,  a  Mexican
Securities broker/dealer.  Prior to this, from 1978 to 1994 held Chief Financial
Officer/Controller positions within the International banking community.

MONICA PELAEZ,  ESQ. - Vice President,  Secretary and Chief Compliance  Officer.
She is also Vice President,  Secretary and Chief Compliance Officer of the other
investment  companies in the  Investment  Company  Complex,  and the  Investment
Manager and certain of its  affiliates.  Previously,  she was Special  Assistant
Corporation Counsel to New York City Administration for Children's Services from
1998 to 2000 and an attorney with  Debevoise & Plimpton  from 1997 to 1998.  She
earned her Juris Doctor from St. John's University School of Law in 1997. She is
a member of the New York State Bar. She was born November 5, 1971.

Each  director  is  elected  by the vote or  written  consent of the holder of a
majority of the Class B Common  Stock and holds office until the next meeting of
the Class B common stockholder and until his successor is elected and qualified,
or until his earlier death, resignation or removal.


                                      -30-


<PAGE>






Based  solely on the  information  from Forms 3, 4, and 5  furnished  to it, the
Company  believes  that the  directors,  officers,  and  owners  of more than 10
percent of the Class A Common  Stock of the Company have filed on a timely basis
reports required by Section 16(a) of the Securities  Exchange Act of 1934 during
the most recent fiscal year or prior fiscal years.


Item 11.   Executive Compensation

The following  information and tables set forth the  information  required under
the Securities and Exchange Commission's executive compensation rules.

Summary Compensation Table
The following table sets forth, for the three years ended December 31, 2000, the
compensation  paid to the  chief  executive  officers  and the  other  executive
officers whose total annual salary and bonus exceeded $100,000 in 2000.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE


                                   Annual                         Long-Term
                                Compensation                     Compensation
                             --------------------                 Securities          All Other
Name And                      Salary     Bonus     Other Annual   Underlying        Compensation
Principal Position    Year      ($)       ($)      Compensation*   Options**        (a)        (b)
------------------    ----   ---------  ---------  ------------  ---------------    ---        ---
<S>                   <C>      <C>         <C>          <C>        <C>              <C>        <C>
Bassett S. Winmill    2000    $315,000  $  7,450         -        55,000           $3,504    $5,883
    Chairman          1999    $237,500  $215,625         -        80,000           $6,572    $5,000
                      1998    $175,000  $ 10,937         -             -           $5,355    $4,999

Robert D. Anderson    2000    $ 90,000  $  3,750         -        25,000           $  933    $5,700
    Vice Chairman     1999    $ 90,000  $  9,375         -        20,000           $2,968    $3,413
                      1998    $ 90,000  $  5,625         -             -           $2,142    $3,347

Thomas B. Winmill     2000    $250,000  $ 10,416         -        55,000           $   300   $6,000
    President         1999    $187,500  $212,500         -        80,000           $   255   $5,000
                      1998    $140,000  $ 28,750         -             -           $   211   $4,478
</TABLE>

 *    Information  omitted as  perquisites  do not exceed the lesser of $50,000
      or 10% of the total annual salary and bonus for the year for the named
      executive officers.

** Includes  options  granted to reprice  previously  issued stock options which
were then cancelled.

(a)   Represents term life insurance
(b)      Represents Company's matching contributions to 401(k) Plan.













                                      -31-


<PAGE>






Option Grants Table
The  following  table  sets  forth,  for  the  year  ended  December  31,  2000,
information  regarding the options  granted for each of the  executive  officers
named in the Summary Compensation Table.
<TABLE>
<CAPTION>
                                                                           Potential Realizable Value At
                                                                            Assumed Annual Rates Of
                                                                           Stock Price Appreciation For
                            Individual Grants                                     Option Term
                     Number Of   % Of Total
                    Securities     Options
                    Underlying    Granted To
                     Options     Employees In    Exercise    Expiration
   Name              Granted      Fiscal Year     Price       Date              5%            10%
   ----             ----------   -------------   --------    ---------          --            ---
   <S>                <C>             <C>           <C>          <C>           <C>            <C>
Bassett S. Winmill   55,000            21           1.65      12/11/05       $25,070        $55,400
                     10,000*            4         2.0625       9/11/05        $5,700        $12,600
Thomas B. Winmill    55,000            21           1.65      12/11/05       $25,070        $55,400
                     10,000*            4         2.0625       9/11/05        $5,700        $12,600
Robert D. Anderson   25,000            10           1.50      12/11/05       $10,360        $22,900
                     10,000*            4          1.875       9/11/05        $5,180        $11,450
</TABLE>

All of the above options are exercisable as of December 31, 2000.
* Stock options  cancelled in connection with repricing of stock options granted
12/12/00.

Aggregated Option Exercises and Fiscal Year-End Option Value Table
The  following  table  sets  forth,  for  the  year  ended  December  31,  2000,
information regarding the outstanding options for each of the executive officers
named in the Summary Compensation Table.


                                                   Number of
                                                   Securities        Value of
                                                   Underlying       Unexercised
                     Number of                    Unexercised       In-The-Money
                      Shares                       Options at        Options at
                     Acquired        Dollar        12-31-00 (#)     12-31-00 (#)
                        On           Value        Exercisable/      Exercisable/
Name                 Exercise       Realized     Unexercisable     Unexercisable
----                ----------      --------     -------------     -------------

Bassett S. Winmill     0               $0           55,000 / 0       $0 / $0
Thomas B. Winmill      0               $0           55,000 / 0       $0 / $0
Robert D. Anderson     0               $0           25,000 / 0       $0 / $0


Option Repricings
-----------------

On  December  12,  2000,  the Board of  Directors  reviewed  the  stock  options
previously  issued to  employees  of the  Company  under  the Plan  which had an
exercise  price  higher  than the market  price of the Common  Stock.  The Board
concluded  that in light of the  disparity  between the  exercise  price of such
options and the then current  market price of the Common  Stock,  the options no
longer provided the desired incentive to option holders.  The Board of Directors
unanimously approved the grant of replacement stock options for those previously
issued  and  additionally  the grant of options  under the Plan to  non-employee
directors.





                                      -32-


<PAGE>






The  following  table  sets  forth,  for  the  year  ended  December  31,  2000,
information  regarding  the  repricing  on  options  for  each of the  executive
officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>

                                                                                                 Length Of
                                       Number Of                                                  Original
                                       Securities    Market Price    Exercise                   Option Term
                                       Underlying    Of Stock At     Price At       New          Remaining
                                       Options          Time Of      Time Of      Exercise       At Date Of
     Name                Date          Repriced        Repricing    Repricing      Price         Repricing
     ----                ----        -------------  --------------  ---------    ----------    ---------------
     <S>                  <C>           <C>            <C>           <C>           <C>            <C>
Bassett S. Winmill      12/12/00       40,000          1.50          2.6125        1.65         3.7 years
                                       10,000          1.50          2.0625        1.65         4.8 years
Thomas B. Winmill       12/12/00       40,000          1.50          2.6125        1.65         3.7 years
                                       10,000          1.50          2.0625        1.65         4.8 years
Robert D. Anderson      12/12/00       10,000          1.50          1.875         1.50         4.8 years
                                       10,000          1.50          2.375         1.50         3.7 years
                                        5,000          1.50          2.25          1.50         1.9 years

</TABLE>

Long-Term Incentive Plan Awards Table
-------------------------------------

There  were no  long-term  incentive  plan  awards  made  during  the year ended
December 31, 2000 to the executive  officers  named in the Summary  Compensation
Table.

Compensation of Directors
-------------------------

Edward G. Webb, Jr., Charles A. Carroll,  Mark C. Jones and Mark C. Winmill were
the only individuals who received compensation for their service as directors of
the  Company in 2000.  They were each paid $500 per  quarter  as a retainer  and
$2,000 per quarterly meeting attended plus expenses. For the year ended December
31, 2000,  Mr. Webb and Mr.  Carroll were each paid $10,000 for  attending  four
regular  meetings,  Mr. Jones was paid $2,500 for attending one regular meetings
and Mr. Winmill was paid $7,500 for attending three regular meetings.  Mr. Jones
resigned as a director on August 31, 2000. Mr. Webb, Mr. Carroll and Mr. Winmill
each received an option to purchase  15,000 shares of Class A Common Stock at an
exercise price of $1.50 per share in December 2000. Mr. Winmill also received an
option to purchase 10,000 shares of Class A Common Stock at an exercise price of
$1.97 per share in June 2000, which was subsequently canceled in December 2000.

Employment Contracts
--------------------

The Company has no employment or termination contracts with any of its employees
except to the  extent of the  agreement  described  in Note 12 to the  financial
statements.

1995 Long-Term Incentive Plan
-----------------------------

On December 6, 1995,  the Board of  Directors of the Company  ("Board")  and the
Class B voting  common  stockholder  adopted  the Bull & Bear Group,  Inc.  1995
Long-Term  Incentive Plan ("Plan"),  under which options and stock-based  awards
(collectively, "Awards") may be made to directors, officers and employees of the
Company or its  subsidiaries.  The Plan was amended by the Board and the Class B
voting  common  stockholder  on February 5, 1996,  October 29, 1997 and in March
1999. The amended Plan is described below.

The  purpose  of the Plan is to  assist  the  Company  and its  subsidiaries  in
attracting and retaining highly  competent  officers and directors and otherwise
on behalf of the  Company.  The Plan also  acts as an  incentive  in  motivating
selected  officers and key  employees  to achieve  long-term  objectives  of the
Company, which will inure to the benefit of all stockholders of the Company. Any
proceeds  raised by the Company under the Plan will be used for working  capital
purposes.


                                      -33-


<PAGE>






General Provisions
------------------

Duration of the Plan; Share  Authorization.  The Plan will terminate on December
6, 2005, unless terminated earlier by the Board.

Six hundred  thousand  (600,000)  shares of the  Company's  Class A Common Stock
("Shares")  are  available  for Awards under the Plan.  The Shares to be offered
under the Plan are  authorized and unissued  Shares,  or issued Shares that have
been  reacquired by the Company and held in its  treasury.  Holders of Shares do
not have voting rights except as specifically  provided by the Delaware  General
Corporation Law.

Shares  covered  by any  unexercised  portions  of  terminated  options,  Shares
forfeited by  Participants,  and Shares subject to any Awards that are otherwise
surrendered by a Participant without receiving any payment or other benefit with
respect  thereto may again be subject to new Awards under the Plan. In the event
the purchase price of an option or tax withholding  relating to an Award is paid
in whole or in part  through  the  delivery  of  Shares,  the  number  of Shares
issuable  in  connection  with  the  exercise  of the  option  may not  again be
available for the grant of Awards under the Plan.

Plan  Administration.  The Plan is  administered  by the  Board or  Compensation
Committee  ("Committee") of the Board. The Committee is composed of at least two
directors of the Company,  each of whom is a "Non-Employee  Director" as defined
in Rule 16b-3  promulgated  by the SEC ("Rule  16b-3")  under  Section 16 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). When the Committee
is  administering  the Plan, the Committee will determine the officers and other
key employees who will be eligible for and granted Awards,  determine the amount
and type of Awards,  establish and modify  administrative  rules relating to the
Plan,  impose  such  conditions  and  restrictions  on Awards  as it  determines
appropriate  and take such other action as may be necessary or advisable for the
proper   administration  of  the  Plan.  The  Committee  may,  with  respect  to
Participants  who are not subject to Section 16 of the  Exchange  Act,  delegate
such of its  powers  and  authority  under the Plan as it deems  appropriate  to
certain officers or employees of the Company.

Plan Participants.  Any employee of the Company or its subsidiaries,  whether or
not a director of the  Company,  may be selected by the  Committee to receive an
Award under the Plan.  Non-Employee  Directors  shall receive such Awards (other
than Incentive Stock Options) as the Board in its discretion may designate.

Awards Available Under the Plan
-------------------------------

Awards  to  employees  under  the Plan may  take  the form of stock  options  or
Restricted  Share  Awards.  Awards  under  the Plan may be  granted  alone or in
combination with other Awards.  The  consideration  for issuance of Awards under
the Plan is the continued  services of the employees and non-employee  directors
to the Company and its subsidiaries.

Stock Options Granted to Employees.  Stock options  ("Incentive  Stock Options")
meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto ("Code"),  and stock options
that do not meet such  requirements  ("Non-Qualified  Stock  Options")  are both
available for grant to employees under the Plan.

The term of each option will be  determined  by the Board or  Committee,  but no
option  will be  exercisable  more than ten years  after the date of grant.  If,
however,  an Incentive Stock Option is granted to a Participant who, at the time
of grant of the option,  owns (or is deemed to own under  Section  424(d) of the
Code)  more than 10% (a "Ten  Percent  Shareholder")  of the  Company's  Class B
common  stock,  par value $0.01 per share  ("Company  Voting  Securities"),  the
option is not exercisable more than five years after the date of grant.  Options
may also be subject to  restrictions  on exercise,  such as exercise in periodic
installments,  performance  targets and waiting  periods,  as  determined by the
Board or Committee.



                                      -34-


<PAGE>






The  exercise  price of each  option is  determined  by the Board or  Committee;
however,  the per share  exercise  price of an option  must be at least equal to
100% of the Fair Market Value (as defined below) of a Share on the date of grant
of such  option.  If,  however,  an  Incentive  Stock Option is granted to a Ten
Percent Shareholder, the per share exercise price of the option must be at least
equal to 110% of the Fair  Market  Value of a Share on the date of grant of such
option.  Fair Market  Value of a Share  means,  as of any given  date,  the most
recently  reported  sale  price of a Share on such date as of the time when Fair
Market Value is being determined on the principal national  securities  exchange
on which the Shares are then  traded or, if the Shares are not then  traded on a
national  securities  exchange,  the most  recently  reported  sale price of the
Shares on such date as of the time when Fair Market Value is being determined on
Nasdaq;  provided,  however,  that,  if there were no sales  reported as of such
date, Fair Market Value is the last sale price previously reported. In the event
the Shares  are not  admitted  to trade on a  securities  exchange  or quoted on
Nasdaq,  the Fair Market Value of a Share as of any given date is as  determined
in good faith by the Board or Committee. Notwithstanding the foregoing, the Fair
Market Value of a Share will never be less than par value per share.

Subject to whatever installment exercise and waiting period provisions the Board
or  Committee  may impose,  options may be  exercised in whole or in part at any
time prior to expiration of the option by giving  written  notice of exercise to
the Company specifying the number of Shares to be purchased. Such notice must be
accompanied  by payment in full of the purchase  price in such form as the Board
or  Committee  may  accept  (including  payment  in  accordance  with a cashless
exercise program under which, if so instructed by the Participant, Shares may be
issued  directly  to the  Participant's  broker or dealer  upon  receipt  of the
purchase  price  in cash  from  the  broker  or  dealer).  If and to the  extent
determined  by the  Board or  Committee  in its  discretion  at or after  grant,
payment in full or in part may also be made in the form of Shares  duly owned by
the Participant (and for which the Participant has good title, free and clear of
any liens and  encumbrances)  or by reduction  in the number of Shares  issuable
upon such exercise  based,  in each case, on the Fair Market Value of the Shares
on the date the option is exercised.  In the case of an Incentive  Stock Option,
however,  the right to make payment of the purchase  price in the form of Shares
may be authorized only at the time of grant.

Stock options granted under the Plan are not transferable  except by will or the
laws of descent and distribution and may be exercised,  during the Participant's
lifetime, only by the Participant.

Unless the Board or  Committee  provides  for a shorter  period of time,  upon a
Participant's  termination  of  employment  other  than by  reason  of  death or
disability,  the  Participant  may,  within  three  months from the date of such
termination  of  employment,  exercise  all or any part of his or her options as
were  exercisable  at the date of  termination of employment but only if (x) the
Participant  resigns  or retires  and the Board or  Committee  consents  to such
resignation  or  retirement  and (y) such  termination  of employment is not for
cause. In no event,  however, may any option be exercised after the time when it
would otherwise  expire.  If such  termination of employment is for cause or the
Board or  Committee  does not so  consent,  the  right  of such  Participant  to
exercise such options will terminate at the date of termination of employment.

Further,  unless the Board or Committee  provides for a shorter  period of time,
upon a Participant's  becoming disabled (such date being the "Disability Date"),
the Participant may, within one year after the Disability Date,  exercise all or
a part of his or her options that were exercisable upon such Disability Date. In
no event,  however,  may any  option be  exercised  after the time when it would
otherwise expire.

Further, unless the Board or Committee provides for a shorter period of time, in
the event of the death of a Participant  while  employed by the Company or prior
to the expiration of the option as provided for in the event of  disability,  to
the extent all or any part of the option was exercisable as of the date of death
of the Participant,  the right of the Participant's  beneficiary to exercise the
option  will  expire  upon  the  expiration  of one  year  from  the date of the
Participant's  death (but in no event more than one year from the  Participant's
Disability Date) or on the stated  termination date of the option,  whichever is
earlier. In the event of the Participant's death, the Board or Committee may, in
its sole  discretion,  accelerate  the right to  exercise  all or any part of an
Option that would not otherwise be exercisable.

                                      -35-


<PAGE>






To the extent all or any part of an option was not exercisable as of the date of
a Participant's termination of employment, such right will expire at the date of
such  termination of  employment.  Notwithstanding  the foregoing,  the Board or
Committee,  in its sole discretion and under such terms as it deems appropriate,
may permit a Participant who will continue to render significant services to the
Company after his or her termination of employment to continue to accrue service
with  respect to the right to exercise  his or her options  during the period in
which the individual continues to render such services.

Restricted   Shares.   The  Board  or  Committee  may  award  restricted  Shares
("Restricted  Shares") to a  Participant.  Such a grant gives a Participant  the
right to receive  Shares  subject  to a risk of  forfeiture  based upon  certain
conditions.  The forfeiture  restrictions on the Restricted  Shares may be based
upon performance standards,  length of service or other criteria as the Board or
Committee may determine. Until all restrictions are satisfied, lapsed or waived,
the Company will maintain control over the Restricted Shares but the Participant
will be  entitled  to receive  dividends  on the  Restricted  Shares;  provided,
however,  that any Shares distributed as a dividend or otherwise with respect to
any Restricted  Shares as to which the restrictions  have not yet lapsed will be
subject  to  the  same  restrictions  as  such  Restricted   Shares.   When  all
restrictions have been satisfied and/or waived or have lapsed,  the Company will
deliver to the Participant or, in the case of the  Participant's  death,  his or
her beneficiary,  stock certificates for the appropriate number of Shares,  free
of all restrictions (except those imposed by law). None of the Restricted Shares
may be  assigned or  transferred  (other than by will or the laws of descent and
distribution),  pledged  or sold  prior to lapse or  release  of the  applicable
restrictions.

All of a Participant's Restricted Shares and rights thereto are forfeited to the
Company  unless the  Participant  continues in the service of the Company or any
parent or subsidiary of the Company as an employee  until the  expiration of the
forfeiture  period,  and all other  applicable  restrictions  of the  Restricted
Shares.  Notwithstanding the foregoing,  the Board or Committee may, in its sole
discretion, waive the forfeiture period and any other applicable restrictions on
a Participant's  Restricted  Share Award,  provided that the Participant must at
that  time have  completed  at least  one year of  employment  after the date of
grant.

Awards Granted to Non-Employee  Directors.  Non-Employee  Directors are eligible
only to receive Non-Qualified Stock Options and Awards of Restricted Shares. All
such grants may be made only by the Board.  The terms and conditions  applicable
to grants of such Awards to Non-Employee  Directors  (except where  specifically
stated  herein to the  contrary)  are the same as those  applicable to grants of
Non-Qualified Options and Restricted Shares to employees, except that references
to (a) the Committee  shall be deemed to refer to the Board (b) employees  shall
be deemed to refer to  Non-Employee  Directors and (c) termination of employment
shall be deemed to refer to termination of service.

Termination and Amendment
-------------------------

The Board may amend or terminate the Plan at any time it is deemed  necessary or
appropriate;  provided,  however,  that no  amendment  may be made,  without the
affirmative  approval  of the holder of Company  Voting  Securities,  that would
require stockholder  approval under Rule 16b-3, the Code or other applicable law
unless the Board  determines  that compliance with Rule 16b-3 and/or the Code is
no longer desired.

Except as provided by the Board or  Committee,  in its sole  discretion,  at the
time of an Award or pursuant to certain  antidilution  provisions  (as discussed
below), no Award granted under the Plan to a Participant may be modified (unless
such modification does not materially decrease the value of the Award) after the
date of grant except by express  written  agreement  between the Company and the
Participant,  provided that any such change (a) may not be inconsistent with the
terms of the Plan, and (b) must be approved by the Board or Committee.

The Board has the right  and the  power to  terminate  the Plan at any time.  No
Award may be granted under the Plan after the  termination  of the Plan, but the
termination of the Plan will not have any other effect and any Award outstanding
at the time of the termination of the Plan may be exercised after termination of
the Plan at any  time  prior to the  expiration  date of such  Award to the same
extent such Award would have been exercisable had the Plan not terminated.

                                                        -36-


<PAGE>






Antidilution Provisions
-----------------------

Recapitalization.  The number and kind of shares subject to outstanding  Awards,
the purchase price or exercise price of such Awards,  and the number and kind of
shares  available  for  Awards  subsequently  granted  under  the  Plan  will be
appropriately adjusted to reflect any stock dividend,  stock split,  combination
or exchange of shares,  merger,  consolidation or other change in capitalization
with a similar  substantive effect upon the Plan or the Awards granted under the
Plan. The Board or Committee has the power and sole  discretion to determine the
nature and amount of the  adjustment  to be made in each  case.  However,  in no
event will any  adjustment  be made in accordance  with the Plan's  antidilution
provisions to any previous grant of Restricted  Shares if an adjustment has been
or will be made to the Shares awarded to a Participant in such person's capacity
as a stockholder.

Sale or  Reorganization.  After any  reorganization,  merger or consolidation in
which  the  Company  is the  surviving  entity,  each  Participant  will,  at no
additional cost, be entitled upon the exercise of an Award  outstanding prior to
such  event,  and in  connection  with the payout  after such event of any Award
outstanding  at the time of such  event,  to receive  (subject  to any  required
action  by  stockholders),  in  lieu  of the  number  of  Shares  receivable  or
exercisable  pursuant to such option, the number and class of shares of stock or
other securities to which such Participant  would have been entitled pursuant to
the terms of the reorganization, merger or consolidation if, at the time of such
reorganization, merger or consolidation, such Participant had been the holder of
record of a number  of  Shares  equal to the  number  of  Shares  receivable  or
exercisable  pursuant  to such  Award.  Comparable  rights  will  accrue to each
Participant   in  the   event  of   successive   reorganizations,   mergers   or
consolidations of the character described above.

Options to  Purchase  Stock of  Acquired  Companies.  After any  reorganization,
merger or consolidation in which the Company is a surviving entity, the Board or
Committee  may  grant  substituted  options  under the  provisions  of the Plan,
pursuant to Section 424 of the Code,  replacing old options granted under a plan
of another  party to the  reorganization,  merger or  consolidation  whose stock
subject to the old  options  may no longer be issued  following  such  merger or
consolidation.  The  foregoing  adjustments  and  manner of  application  of the
foregoing  provisions  will be  determined by the Board or Committee in its sole
discretion.  Any  such  adjustments  may  provide  for  the  elimination  of any
fractional Shares that might otherwise become subject to any options.

Loans
-----

The Company is entitled,  if the Board or Committee in its sole discretion deems
it necessary or desirable,  to lend money to a  Participant  for purposes of (a)
exercising  his or her rights under an Award  hereunder or (b) paying any income
tax  liability  related  to  an  Award;  provided,  however,  that  Non-Employee
Directors are not eligible to receive such loans and provided, further, that the
portion of the per share  exercise price of an option equal to the par value per
Share  may  not be paid by  means  of a  promissory  note.  Such a loan  must be
evidenced  by a recourse  promissory  note  payable to the order of the  Company
executed by the  Participant  and containing  such other terms and conditions as
the Board or Committee may deem desirable.  The interest rate on such loans must
be sufficient to avoid imputed interest under the Code.













                                      -37-


<PAGE>






Item 12.   Security Ownership of Certain Beneficial Owners and Management.
--------   ---------------------------------------------------------------

(a)  Bassett S.  Winmill,  Chairman of the Board of  Directors,  owns all of the
     issued and outstanding  shares of the Company's Class B Common Stock, which
     represents 100% of the Company's voting securities.

(b)  The  following  table sets forth,  as of  December  31,  2000,  information
     relating to beneficial  ownership by  individual  directors of the Company,
     executive officers named in the Summary Compensation Table and by directors
     and executive  officers of the Company as a group, of the currently  issued
     and outstanding Class A Common Stock of the Company.

                                        Amount and Nature of         Percent
      Name of Beneficial Owner        Beneficial Ownership (5)       of Class
      ------------------------        ------------------------       --------
      Bassett S. Winmill                    331,104 (1)               19.6%
      Thomas B. Winmill                     177,520 (2)               10.5%
      Robert D. Anderson                     94,414 (3)                5.7%
      Edward G. Webb, Jr.                    18,664 (4)                1.1%
      Charles A. Carroll                     30,000 (4)                1.8%
      Mark C. Winmill                       106,800 (4)                6.5%

      All directors and executive
      officers as a group (6 persons)       758,502                   41.8%

(1)  Includes  options  exercisable  to purchase  55,000  shares at December 31,
     2000.

(2)  Includes  10,000  shares  held by Thomas  B.  Winmill's  sons,  of which he
     disclaims  beneficial  ownership and options exercisable to purchase 55,000
     shares.

(3)  Includes options exercisable to purchase 25,000 shares.

(4)  Includes options exercisable to purchase 15,000 shares.

(5)  The nature of the beneficial  ownership for all the Class A Common Stock is
     investment power.


Item 13. Certain Relationships and Related Transactions
-------- ----------------------------------------------

The  following  sets  forth  the  reportable  items  regarding  indebtedness  of
management  in excess of  $60,000.  In  connection  with the  exercise  of stock
options and related tax  expense,  the Company  received  notes with an interest
rate of 4.47% per annum payable on December 15, 2003.

                                        Largest                    Amount
                                       Amount Of                 Outstanding At
Name and Relationship                 Indebtedness             December 31, 2000
---------------------                 ------------             -----------------
Bassett S. Winmill, Chairman            $302,293                   $302,293
Thomas B. Winmill, President            $210,220                   $210,220
Mark C. Winmill, Director               $214,215                   $214,215




                                      -38-


<PAGE>



                                     PART IV


Item 14. Exhibits, Consolidated Financial Statements and Schedules, and Reports
-------- -----------------------------------------------------------------------
         on Form 8-K
         -----------

    (a)        (1) Financial Statements
                     See Item 8 for a list of the financial  statements filed as
                     part of this report.

               (2)   Financial  Statement  Schedules by  Regulation  S-X are not
                     required   under   the   related    instructions   or   are
                     inapplicable, and therefore have been omitted.

               (3)   Exhibits
                         (2)  Not applicable

                         (3)  Certificate of  Incorporation  as amended  October
                              24,  1989 as filed as an  exhibit to Form 10-K for
                              the year ended December 31, 1992 and  incorporated
                              herein by reference;  Certificate of Incorporation
                              as amended April 1, 1999 as filed as an exhibit to
                              Form 10-K/A for the year ended  December  31, 1998
                              and  incorporated  herein  by  reference;  By-Laws
                              amended  as of  October  1,  1993 as  filed  as an
                              exhibit to Form 10-K for the year  ended  December
                              31, 1993 and incorporated herein by reference, and
                              By-Laws amended as of April 1, 1999 as filed as an
                              exhibit to Form 10-K/A for the year ended December
                              31, 1998 and incorporated herein by reference.

                         (4)  Instruments   defining   the  rights  of  security
                              holders, including indentures (see Article Four of
                              Certificate of Incorporation).

                         (9)  Not applicable.

                        (10)  Material Contracts
                              (a)   Investment      Management       Agreements,
                                    Distribution     Agreements,     Plans    of
                                    Distribution ("12b-1 Plans") and Shareholder
                                    Administration       Agreements      between
                                    subsidiaries  of the  Company  and the Funds
                                    and Non-Exclusive License Agreements between
                                    the Company and the Funds:
<TABLE>
<CAPTION>
                                                                                 Shareholder        Non-Exclusive
                                     Management    Distribution     12b-1       Administration         License
       Fund                           Agreement      Agreement       Plan        Agreement            Agreement
       ----                         -------------    -----------    ------    -----------------   ----------------
<S>    <C>                                  <C>           <C>        <C>             <C>              <C>
(i)    Dollar Reserves, Inc.                (1)           (1)        (1)             (2)              (5)
(ii)   Midas Investors Ltd.                 (1)           (1)        (1)             (2)              (5)
(iii)  Global Income Fund, Inc.             (6)           -          -               -                (5)
(iv)   Midas U.S. and Overseas Fund, Ltd.   (1)           (1)        (1)             (2)              (5)
(v)    Midas Special Equities Fund, Inc.    (1)           (1)        (1)             (2)              (5)
(vi)   Tuxis Corporation                    (6)           -          -               -                (5)
(vii)  Bexil Corporation                    (6)           -          -               -                (5)
(viii) Midas Fund, Inc.                     (3)           (3)        (3)             (3)              (5)
(ix)   Midas Magic, Inc.                    (4)           (4)        (4)             (4)              (5)
</TABLE>

                                    (1)  Filed as  exhibits to Form 10-K for the
                                         year  ended   December   31,  1993  and
                                         incorporated herein by reference.

                                    (2)  Filed as  exhibits to Form 10-K for the
                                         year  ended   December   31,  1994  and
                                         incorporated herein by reference.

                                    (3)  Filed as  exhibits to Form 10-K for the
                                         year  ended   December   31,  1995  and
                                         incorporated herein by reference.


                                                        -39-


<PAGE>






                                    (4)  Filed as  exhibits to Form 10-K for the
                                         year  ended   December   31,  1996  and
                                         incorporated herein by reference.

                                    (5)  Filed as  exhibits to Form 10-K for the
                                         year  ended   December   31,  1997  and
                                         incorporated herein by reference.

                                    (6)  Filed as  exhibits to Form 10-K for the
                                         year  ended   December   31,  1999  and
                                         incorporated herein by reference..

                              (b)   Bull  &  Bear  Group,  Inc.  1995  Long-Term
                                    Incentive Plan, as adopted  December 6, 1995
                                    and  amended  February  6,  1996,  filed  as
                                    exhibit  to Form  10-K  for the  year  ended
                                    December 31, 1995 and incorporated herein by
                                    reference.

                              (c)   Section 422A Incentive Stock Option Plan, as
                                    adopted  December 5, 1990,  filed as exhibit
                                    to Form 10-K for the year ended December 31,
                                    1990 and incorporated herein by reference.

                              (d)   Investment  Management  Transfer  Agreements
                                    between    the     investment     management
                                    subsidiaries  of the  Company  and  filed as
                                    exhibit  to Form  10-K  for the  year  ended
                                    December 31, 1992 and incorporated herein by
                                    reference.

                              (e)   Bull & Bear  Investment  Plan,  filed  as an
                                    exhibit  to Form  10-K  for the  year  ended
                                    December 31, 1993 and incorporated herein by
                                    reference.

                              (f)   Death Benefit  Agreement dated July 22, 1994
                                    and  filed as  exhibit  to Form 10-K for the
                                    year   ended    December    31,   1994   and
                                    incorporated herein by reference.

                              (g)   Bull & Bear Group,  Inc.  Incentive  Stock
                                    Option  Agreement for Employees-  Bassett S.
                                    Winmill  filed as an  exhibit  to Form 10-K
                                    for the year ended  December  31,  1995 and
                                    incorporated herein by reference.

                              (h)   Bull & Bear Group,  Inc.  Incentive  Stock
                                    Option  Agreement for  Employees-  Robert D.
                                    Anderson  filed as an  exhibit to Form 10-K
                                    for the year ended  December  31,  1995 and
                                    incorporated herein by reference.

                              (i)   Bull & Bear Group,  Inc.  Incentive  Stock
                                    Option  Agreement  for  Employees-  Mark C.
                                    Winmill  filed as an  exhibit  to Form 10-K
                                    for the year ended  December  31,  1995 and
                                    incorporated herein by reference.

                              (j)   Bull & Bear Group,  Inc.  Incentive  Stock
                                    Option  Agreement for  Employees-  Thomas B.
                                    Winmill  filed as an  exhibit  to Form 10-K
                                    for the year ended  December  31,  1995 and
                                    incorporated herein by reference.

                              (k)   Bull & Bear Group,  Inc.  Incentive  Stock
                                    Option  Agreement for  Employees-  Steven A.
                                    Landis  filed as an  exhibit  to Form 10-K
                                    for the year  ended  December  31,  1995 and
                                    incorporated herein by reference.

                              (l)   Bull & Bear  Group,  Inc.  Stock  Option
                                    Agreement - Edward G. Webb,  Jr.  filed as
                                    an exhibit to Form 10-K for the year ended
                                    December 31, 1995 and  incorporated  herein
                                    by reference.




                                                        -40-


<PAGE>






                              (m)   Bull & Bear  Group,  Inc.  Stock  Option
                                    Agreement  - Charles A.  Carroll  filed as
                                    an exhibit to Form 10-K for the year ended
                                    December 31, 1995 and  incorporated  herein
                                    by reference.

                              (n)   Bull & Bear Group,  Inc. 1995 Long-Term
                                    Incentive Plan, (as Amended and Restated as
                                    of October 29, 1997),  filed as exhibit to
                                    Form 10-K for the year ended  December 31,
                                    1997 and incorporated herein by reference.

                              (o)   Option  Certificate  for Bassett S.  Winmill
                                    filed  as an  exhibit  to Form  10-K for the
                                    year   ended    December    31,   1997   and
                                    incorporated herein by reference.

                              (p)   Option  Certificate  for Edward G. Webb, Jr.
                                    filed as an exhibit to Form 10-K for the
                                    year ended December 31, 1997 and
                                    incorporated herein by reference.

                              (q)   Option  Certificate  for Charles A.  Carroll
                                    filed  as an  exhibit  to Form  10-K for the
                                    year   ended    December    31,   1997   and
                                    incorporated herein by reference.

                              (r)   Option  Certificate  for  Thomas B.  Winmill
                                    filed  as an  exhibit  to Form  10-K for the
                                    year   ended    December    31,   1997   and
                                    incorporated herein by reference.

                              (s)   Option  Certificate  for Robert D.  Anderson
                                    filed  as an  exhibit  to Form  10-K for the
                                    year   ended    December    31,   1997   and
                                    incorporated herein by reference.

                              (t)   Purchase Agreement, dated as of December 17,
                                    1998, by and  among Bull & Bear Group, Inc.,
                                    Bull & Bear Securities, Inc. and RBC
                                    Holdings (USA) Inc., with all exhibits
                                    thereto  filed as an  exhibit to Form 8-K on
                                    December 18, 1998 and incorporated herein by
                                    reference.

                   (11)   Statement Regarding Computation of Per Share Earnings
                   (12)   Not applicable.
                   (13)   Not applicable.
                   (16)   Not applicable.
                   (18)   Not applicable.
                   (21)   Wholly-Owned Subsidiaries of the Company
                   (23)   Not applicable.
                   (24)   Not applicable.
                   (27)   Not applicable.
                   (28)   Not applicable.
                   (99)   Not applicable.

    (b)  Reports on Form 8-K. No reports on Form 8-K were filed  during the last
         quarter of the period covered by this report.







                                      -41-


<PAGE>



                                   SIGNATURES


Pursuant to the  requirements  of Section 13 of the  Securities  Exchange Act of
1934,  the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         WINMILL & CO. INCORPORATED
                                         Formerly BULL & BEAR GROUP, INC.



March 30, 2001                   By:     /s/ William Vohrer
                                         -----------------------------------
                                         William Vohrer
                                         Chief Financial Officer, Treasurer,
                                         Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been  signed by the  following  persons on behalf of the  Company and in the
capacities and on the dates indicated.



March 30, 2001                  By:     /s/ Bassett S. Winmill
                                        ------------------------------------
                                        Bassett S. Winmill,
                                        Chairman of the Board, Director



March 30, 2001                  By:     /s/ Robert D. Anderson
                                        ------------------------------------
                                        Robert D. Anderson,
                                        Vice Chairman, Director



March 30, 2001                  By:     /s/ Thomas B. Winmill
                                        ------------------------------------
                                        Thomas B. Winmill, Esq.
                                        President, General Counsel, Director



March 30, 2001                  By:     /s/ Edward G. Webb, Jr.
                                        ------------------------------------
                                        Edward G. Webb, Jr.
                                        Director



March 30, 2001                  By:     /s/ Charles A. Carroll
                                        ------------------------------------
                                        Charles A. Carroll,
                                        Director



March 30, 2001                  By:     /s/ Mark C. Winmill
                                        ------------------------------------
                                        Mark C. Winmill,
                                        Director



                                      -42-


<PAGE>


                                INDEX TO EXHIBITS


(3)  Exhibits

        (11)   Statement Regarding Computation of Per Share Earnings

        (21)   Wholly-Owned Subsidiaries of the Company
















































                                      -43-


<PAGE>



       Exhibit 11 - Statement Regarding Computation of Per Share Earnings


                            2000                1999                 1998
                     ------------------- ------------------- -------------------
                       Basic    Diluted    Basic    Diluted    Basic    Diluted
                     --------- --------- --------- --------- --------- ---------
Weighted average
 common shares       1,655,017 1,655,017 1,655,017 1,655,017 1,391,940 1,391,940
 outstanding
Weighted average
 common shares
 issuable upon
 exercise of stock
 options under the
 treasury stock
 method                   -      4,822          -    25,740          -    61,532

Weighted average
 common shares
 issuable upon
 exercise of warrants
 under the treasury
 stock method             -          -          -         -          -         -

Weighted average
 common shares and
 common share
 equivalents utilized
 for earnings per
 share computation   1,655,017 1,659,839 1,655,017 1,680,757 1,391,940 1,453,472
































                                      -44-


<PAGE>



              Exhibit 21 - Wholly-Owned Subsidiaries of the Company


CEF Advisers, Inc.,
   a Delaware corporation


Hanover Direct Advertising Company, Inc.,
   a Delaware corporation


Investor Service Center, Inc.,
   a Delaware corporation


Midas Management Corporation,
   a Delaware corporation


Performance Properties, Inc.,
   a Delaware corporation



































                                       -45-


<PAGE>